Schedule 2

Schedule 2 Purchase Contracts

Part 1- General provisions in relation to Purchase Contracts
Panel appointments protocol
1.1 Panel appointments
1.1.1 The Council and the Buyer acknowledge that the Council intends to:
(a) establish a panel of independent legal advisors to offer legal advice to Owners and
Secure Tenants with regard to their prospective entry into (and completion of) one of the
Purchase Contracts;
(b) ensure that an independent panel of valuers is established to provide valuations for
Owners under the Purchase Contracts; and
(c) ensure that an independent panel of valuers is established to resolve disputes in
respect of valuations for Owners under the Purchase Contracts
in accordance with the information provided to Owners and Secure Tenants.
1.1.2 The Council and the Buyer shall use all reasonable endeavours to:
(a) appoint:
(i) the Panel Solicitors and Panel Valuers no later than the date of
commencement of the Purchase Contract Offer Period;
(ii) the Panel Dispute Valuers no later than 4 months from Standard Purchase
Contract Trigger Date (or such later date as the Council and the Buyer agree,
acting reasonably)
in accordance with the terms of this Schedule;
(b) as soon as reasonably practicable and in any event within 6 months of the date of this
Agreement, agree:
(i) the timetable and process for:
(aa) selecting candidates for the Panel Advisors;
(bb) running an appropriate tender process(es) in accordance with the
Council's duties and obligations under the Public Contracts
Regulations 2006 (where relevant);
(cc) jointly selecting successful candidates;
(dd) jointly appointing successful candidates (or if the Council and the
Buyer agree otherwise, Council appointing);
(ee) agreeing the form of and issuing appropriate information to each
Panel Advisor in relation to the role of that Panel Advisor (both pre-
tender and post-tender);
42878078.2\1o08 147
RGB/90883.00001/9510001.11
Schedule 2
(ff) holding mandatory post-appointment training sessions for the Panel
Advisors, anticipated to be an introduction to the terms of the
Purchase Contracts and an explanation as to the role of that Panel
Advisor in the context of the Purchase Contracts (where the Council
and the Buyer agree this is appropriate)
("Agreed Appointment Programme");
(ii) the draft terms of appointment for each Panel Advisor (without prejudice to
paragraphs 1.2, 1.3 and 1.4 of this Part 1);
(iii) the form of all literature, information and documentation:
(aa) to be issued as part of the joint tender process for the appointment of
Panel Advisors (including a fixed fee pricing structure, unless the
Council and the Buyer agree otherwise); and
(bb) to be issued to the Panel Advisors;
(c) in accordance with the Agreed Appointment Programme:
(i) select candidates, run appropriate tender process(es) and appoint successful
candidates on the terms of appointment agreed between the Buyer and the
Council (each an "Appointment") and, where possible, appoint no fewer than
3 and no more than 6 Panel Advisors to each relevant panel (save as
otherwise agreed between the Parties);
issue appropriate information to each Panel Advisor and hold training
sessions for the Panel Advisors;
(d) agree, whether within an Appointment or separately, any consequential amendments to
this Schedule (including additional provisions) with regard to the administration and
operation of the Panel Advisors and each Appointment.
1.1.3 Where the Buyer is not a party to an Appointment, the Council shall:
(a) within 10 Working Days of such Appointment being made pursuant to
paragraph 1.1.2, issue to the Buyer:
(i) a copy of the terms of that Appointment; and
(ii) (save in the case of Panel Solicitors) a letter or agreement from the relevant
panel member providing the Buyer with the benefit of an actionable duty of care
in respect of that panel member's appointment;
(b) subject to paragraph 1.1.5, use reasonable endeavours to maintain the Panel
Valuers, Panel Solicitors and Panel Dispute Valuers under such Appointment(s) for
so long as the same are necessary under this Agreement, and to comply with its
obligations therein.
1.1.4 Where the Buyer is a party to an Appointment, the Council and the Buyer shall comply with their
respective obligations under that Appointment.
42878078.2\1o08 148
RGB/90883.00001/9510001.11
1.1.5 If from time to time and in relation only to those Appointments to which the Buyer is not a
party, the Council wishes to materially vary, appoint or terminate an Appointment, then the
Council shall:
(a) notify the Buyer of its proposal to materially vary, appoint or terminate (whether by
written notice or raised at a meeting of the Project Delivery Group);
(b) have regard for any reasonable representations the Buyer may make in relation to
each such proposal, save in relation to a proposal to amend an existing or introduce a
new pricing structure or fees for any Appointment, in which case, the Council must not
vary or introduce the same without first obtaining the Buyer's approval (not to be
unreasonably withheld or delayed);
(c) in the case of a new appointment, within 10 Working Days of such appointment being
made, the Council shall issue to the Buyer:
(i) a copy of the relevant terms of appointment; and
(ii) (save in the case of Panel Solicitors) a letter or agreement from the relevant
panel member providing the Buyer with the benefit of an actionable duty of care
in respect of that panel member's appointment.
(d) within 10 Working Days of the termination of an existing appointment, the Council
shall notify the Buyer that such termination has occurred (and where such
termination results in the number of relevant panel member being fewer than 3, the
Council and the Buyer shall use reasonable endeavours to agree the appointment
of a replacement panel member in accordance with the principles embodied in this
Part 1).
1.1.6 If from time to time and in relation only to those Appointments to which the
Council
and
the
Buyer are both parties, either the Council or the Buyer wishes to materially vary, appoint or
terminate the appointment of a panel member, then the Party wanting the change shall seek the
approval of the other (not to be unreasonably withheld or delayed) and, where changes are
approved, shall employ any mechanisms in the Appointment for doing so.
1.1.7 If the Council amends an existing or introduces a new pricing structure or fees for any
Appointment without first obtaining the Buyer's approval in accordance with this Part 1,
then where the implementation of the same will increase the amount payable under that
Appointment, any obligation of the Buyer to pay the fees, disbursements and VAT of that
Panel Advisor shall be deemed to be an obligation to pay no more than those which would
have been payable under the previously agreed terms.
1.2 Panel Solicitors
1.2.1 Panel Solicitors will be appointed for the purposes of:
(a) providing legal advice to Owners in relation to the sale of an Existing Home and/or a
purchase of a Replacement Home under the Purchase Contracts;
(b) providing legal advice to third party occupiers in relation to the sale of an Existing
Home under the Purchase Contracts; or
42878078.2 \lo08 149
RGB/90883.00001/9510001.11
Schedule 2
(c) providing legal advice to Secure Tenants in relation to the surrender of its existing
Secure Tenancy and the grant of a new Secure Tenancy under the Secure Tenant
Contract
and shall not include (inter alia) advice sought for the purposes of or in relation to that
contracting party's non-compliance (or intention to not comply) with the Purchase Contract.
1.2.2 The appointment of each Panel Solicitor shall (inter alia) contain the Panel Solicitors Minimum
Terms, save where otherwise agreed by the Council and the Buyer (in their discretion).
1.3 Panel Valuers
1.3.1 Each Panel Valuer shall be an associate (or fellow, or other higher grade) of the Royal
Institution of Chartered Surveyors (or equivalent) specialising in residential valuations.
1.3.2 The Panel Valuers will be appointed for the purposes of providing independent valuation
advice to the Owners in relation to the sale of their Existing Home and/or their purchase of a
Replacement Home in accordance with the mechanisms set out in the relevant Purchase
Contracts.
1.3.3 The appointment of each Panel Valuer shall contain the Panel Valuers Minimum Terms, save where
otherwise agreed by the Council and the Buyer (in their discretion).
1.4 Panel Dispute Valuers
1.4.1 Each Panel Dispute Valuer shall be an associate (or fellow, or other higher grade) of the
Royal Institution of Chartered Surveyors (or equivalent) specialising in residential valuations with
no less than 5 years experience.
1.4.2 The Panel Dispute Valuers will be appointed for the purposes of providing independent expert
valuation advice to the Owners in relation to disputes pertaining to valuations of their Existing
Home and/or proposed Replacement Home in accordance with the mechanisms set out in the
relevant Purchase Contracts.
1.4.3 The appointment of each Panel Dispute Valuer shall contain the Panel Dispute Valuers
Minimum Terms, save where otherwise agreed by the Council and the Buyer (in their
discretion).
1.5 Council Occupational Therapists and Form of Adaptation Assessment Report
1.5.1 The Council will (at its own cost):
(a) ensure that a sufficient number of Occupational Therapists are employed by the
Council at all times for the purposes of undertaking assessments in relation to
Owners and Secure Tenants in accordance with the mechanisms set out in the
relevant Purchase Contracts;
(b) ensure that each Occupational Therapist shall be sufficiently trained to undertake
such assessment and complete each Adaptation Assessment Report as required and in
accordance with the Council's obligations and within the timescales set under this
Agreement.
1.5.2 The purpose of the Adaptation Assessment Report shall be:
42878078.2\1o08 150
RGB/90883.00001/9510001.11
Schedule 2
(a) to record the extent to which the relevant Owner or Secure Tenant shall be entitled to
Integral Adaptations and/or Non-Integral Adaptations in accordance with the Council's
Adaptations Policy (as at the time of the relevant assessment);
(b) to enable the Buyer to clearly instruct its building contractor (or other contractor, as
appropriate) to build and/or install all such Adaptations;
(c) to enable the Buyer and the Council to analyse and determine the Adaptation Costs.
1.5.3 The Council and the Buyer shall use all reasonable endeavours to agree the form of
Adaptation Assessment Report after the date of this Agreement. The form of Adaptation
Assessment Report must clearly achieve the purpose for which it shall be completed, as set
out in paragraph 1.5.2. If the Parties fail to agree the form of Adaptation Assessment Report
by the Standard Purchase Contract Trigger Date then it may be resolved in accordance with
clause 40.
1.5.4 Where one Party wishes to vary, supplement, substitute or replace the agreed form of
Adaptation Assessment Report, it shall propose such change to the other Party. The
Parties shall use reasonable endeavours to agree such changes and failure to agree may
be resolved in accordance with clause 40. During such period, the agreed form Adaptation
Assessment Report shall continue to be the form of report to be completed by Occupational
Therapists.
2 Form of Purchase Contracts
2.1 Early Purchase Contract
2.1.1 Each Early Purchase Contract shall be in such form as the Buyer shall agree with the relevant
Owner pursuant to Part 2 of this Schedule 2.
2.2 Voluntary Advance Purchase Contract
2.2.1 Any Voluntary Advance Purchase Contract shall be in such form as the Buyer shall agree with
the relevant seller or assignee subject to the provisions set out in Part 4 of Schedule 2.
2.2.2 The Buyer is under no obligation to offer or to enter into any Voluntary Advance Purchase
Contracts.
2.3 Secure Tenant Contract
2.3.1 Subject to paragraph 2.3.2 the base form of Secure Tenant Contract annexed at Part 6 of this
Schedule is agreed between the Council and the Buyer and shall provide the base form
Secure Tenant Contract with the intention that such form of contract shall be amended as
required to deal with the specific circumstances and location of the property to be acquired.
2.3.2 It is acknowledged that the Council has undertaken a consultation on certain aspects of this
Agreement, including some of the proposed terms of the Secure Tenant Contract. Without
prejudice to the consultation undertaken, the Council and the Buyer shall:
(a) submit the base form of Secure Tenant Contract to the LBHF Estates Solicitors as
soon as reasonably practicable after the date of this Agreement; and
(b) have regard to any reasonable comments received from the LBHF Estates Solicitors
and where such comments:
42878078.2 \lo08 151
RGB/90883.00001/9510001.11
Schedule 2
Schedule 2
(i) require one or more amendments to the base form of Secure Tenant
Contract; and /or
(ii) lead to either the Council and/or the Buyer requiring consequential
amendments to this Schedule 2 with regard to the administration and
operation of the agreed form of Secure Tenant Contract
then the Council and the Buyer shall use reasonable endeavours to agree those
amendments as soon as reasonably practicable and in any event within 4 months from
the date of this Agreement Provided That the Council and the Buyer shall not, in relation
to the agreed form of Secure Tenant Contract, agree to:
(i) any amendment that relates to the mechanism, process or timescales for
completion under that Secure Tenant Contract (including the contractual
completion date (being the definition of the "Rehousing Date"));
(ii) an amendment to the definition of "Habitable";
(iii) any other provision that would prejudice the Buyer or increase its obligations or
reduce its rights or prevent it from complying with its obligations under this
Agreement;
(iv) the form of surrender to be appended to the Secure Tenant Contract.
2.3.3 If the Council and the Buyer fail to agree any such amendments then such amendments may be
referred by either party in accordance with clause 40.
2.4 Standard Purchase Contract and Advance Existing Purchase Contracts
2.4.1 Subject to paragraph 2.4.2 the base form of the Standard Purchase Contract and Advance
Existing Purchase Contract annexed at Part 6 of this Schedule is agreed between the Council
and the Buyer and shall provide the base form Standard Purchase Contract and Advance
Existing Purchase Contract with the intention that such form of contract shall be amended as
required to deal with the specific circumstances and location of the property to be acquired.
2.4.2 It is acknowledged that the Council has undertaken a consultation on certain aspects of this
Agreement, including some of the proposed terms of the Purchase Contracts. Without
prejudice to the consultation undertaken, the Council and the Buyer shall:-
(a) submit the agreed forms of Standard Purchase Contract and Advance Existing Purchase
Contracts to the LBHF Estates Solicitors as soon as reasonably practicable after the
date of this Agreement; and
(b) the Council and the Buyer shall have regard to any reasonable comments received
from the LBHF Estates Solicitors and, where such comments:-
(i) require one or more amendments to the agreed forms of Standard Purchase
Contract and/or Advance Existing Purchase Contracts; and/or
(ii) lead to either the Council or the Buyer requiring consequential amendments to
this Schedule with regard to the administration and operation of the agreed
forms of Standard Purchase Contract and Advance Existing Purchase
Contracts,
42878078.2\1o08 152
RGB/90883.00001/9510001.11
Schedule 2
then the Council and Buyer shall use reasonable endeavours to agree those
amendments as soon as reasonably practicable and in any event within 4 months
from the date of this Agreement Provided That the Council and the Buyer shall not,
in relation to the agreed forms of Standard Purchase Contract and Advance Existing
Purchase Contracts, aaree to:
(iii) any amendment that relates to the mechanism, process or timescales for
completion under that Purchase Contract (including the definition of the
"Contractual Completion Date");
(iv) any amendment to the definition of "Habitable";
(v) an amendment to any other provision that would prejudice the Buyer or
increase its obligations or reduce its rights or prevent it from complying with its
obligations under this Agreement;
(vi) (without the Buyer's consent) the form of transfer deed to be appended to the
Standard Purchase Contract).
2.4.3 The Council and Buyer acknowledges that "any Minimum Share" referred to at paragraph 1.5 of Part 4
of Schedule 4 of the Standard Purchase Contract shall be such percentage (if any) as shall be
authorised by the Council's Cabinet (but no greater than 25%) and inserted into the Standard
Purchase Contract on or before the Standard Purchase Contract Trigger Date.
2.4.4 If the Council and the Buyer fail to agree any such amendments then such amendments may
be referred by either party in accordance with clause 40. The Parties note that the dispute
resolution process will only bind the Council and the Buyer and will not be binding on the
LBHF Estates Solicitors who will continue to be entitled to make comments on the Standard
Purchase Contract and Advance Existing Purchase Contracts.
3 Communications and information
3.1 Subject to the Council's statutory duties to consult its Secure Tenants pursuant to s. 105 of
the Housing Act 1985, neither Party shall be permitted to circulate any written information to
Owners regarding the Standard Purchase Contract and the Advance Existing Purchase
Contract or to Secure Tenants regarding the Secure Tenant Contract unless it shall first have
been approved by the other Party (such approval not to be unreasonably withheld or
delayed).
3.2 The Parties agree that:
3.2.1 the Parties shall use reasonable endeavours to agree (acting reasonably) as soon as
practicable after the date on which the Purchase Contracts being agreed or determined
pursuant to paragraph 2.4 (and in any event, before the commencement of the Purchase
Contract Offer Period), the form of explanatory literature and/or diagrams to be sent or made
available to the Owners regarding the forms of Standard Purchase Contract and Advance
Existing Purchase Contracts and to the Secure Tenants regarding the Secure Tenant
Contracts;
3.2.2 such explanatory literature and/or diagrams shall not be in lieu of nor purport to be legal
advice nor shall it be a consultation; and
42878078.2 \lo08 153
RGB/90883.00001/9510001.11
Schedule 2
3.2.3 the Council shall make available such agreed forms of explanatory literature and/or diagrams with
the relevant Purchase Contracts during the Purchase Contract Offer Period.
3.3 Written communications circulated to Owners and Secure Tenants shall:
(a) provide the details for a contact at the Council (which may be the Rehousing Officer (as
defined in paragraph 6)) whom the Owners and Secure Tenants should contact should
they desire to discuss or enter into a Standard Purchase Contract, Advance Existing
Purchase Contract or Secure Tenant Contract as relevant;
(b) make it expressly clear that the offers are limited in time to the Purchase Contract
Offer Period.
3.4 The Council shall be entitled from the date on which the form of relevant explanatory literature
and/or diagrams to be sent or made available has been agreed or determined under this
Schedule, but shall in any event from the Standard Purchase Contract Trigger Date until the
expiry of the Purchase Contract Offer Period use reasonable endeavours to:
3.4.1 make all Secure Tenants aware of the Secure Tenant Contract;
3.4.2 make all Owners aware of the Standard Purchase Contract and the Advance Existing
Purchase Contract;
3.4.3 make available sufficient internal resource in order to be able to properly deal with and
process any reasonable queries regarding the Purchase Contracts.
3.5 The Council shall inform the Buyer (or if established, the Project Delivery Group) in writing:
3.5.1 of the ownership structure at the Option Land; and
3.5.2 as soon as any Secure Tenant vacates, there is a succession and/or a new Secure Tenancy has
been granted,
so as to ensure that the Buyer (or if established, the Project Delivery Group) is able to assess
and monitor which Owners and Secure Tenants are capable of being offered a Purchase
Contract.
3.6 The Council shall maintain records of all communications with Owners and Secure Tenants in
respect to the entering into of a Purchase Contract and shall, insofar as the law allows, make the
same available to the Buyer on request.
3.7 The Council has indicated during its consultation with the Owners and Secure Tenants that it
shall keep the Owners and Secure Tenants regularly updated by way of newsletters, use of a
dedicated website and, in some instances, personal letter.
3.8 The Council shall:
3.8.1 (to the extent not already done so) within 3 months of the date of this Agreement establish
and maintain a dedicated website in relation to the Development; and
3.8.2 publish (whether on the dedicated website or otherwise):
(a) updates regarding changes to the Phasing Programme (subject to receipt of such
information from the Buyer);
42878078.2\1o08 154
RGB/90883.00001/9510001.11
(b) up to date contact details of all of the Panel Advisers (subject to receipt of such
information from the Buyer, where appropriate);
(c) copies of each of the Purchase Contract Policies (including any new, substituted,
varied or updated Purchase Contract Policy from time to time);
(d) details of the Occupational Therapists; and
(e) such other information as the Project Delivery Group shall determine is appropriate to
do so,
Provided Always that the Council shall not publish information that is confidential and/or
would otherwise be in breach of its obligations under clause 47.
4 Purchase Contract Policies
4.1 The terms of the Purchase Contracts (excluding the Early Purchase Contract) shall refer to
the Council's Purchase Contract Policies from time to time. Allocations under the Purchase
Contracts shall be by reference to Council policies. As at the date of this Agreement, the
Purchase Contract Policies are not in final form.
4.2 The Purchase Contract Policies are:
4.2.1 Long Term Tenant Compensation Policy: setting the Council's policy as to compensation
payable to each Secure Tenant that has lived in their current home for a continuous period of 20
years prior to the date the Secure Tenant moves to a Replacement Home;
4.2.2 Disturbance Payment Policy: setting the Council's policy regarding payments to Qualifying
Owners, Non Qualifying Owners and Secure Tenants (e.g. maximum allowance for specific
items, provision of details of recommended packing companies);
4.2.3 Investment Compensation Policy: setting the Council's policy regarding payments to Non
Resident Owners compensating such Owners for reasonable costs incurred in purchasing an
equivalent property elsewhere in the UK within 12 months from the relevant completion date;
4.2.4 Home Improvements Compensation Policy: setting the Council's policy as to compensation
payable to each Owner and to each Secure Tenant for certain recent home improvements
undertaken (which would include compensation in relation to any applicable section 20
charges);
4.2.5 Maintenance of the Existing Community during Build Policy: setting the Council's policy for:
(a) establishing its commitment to undertaking repairs and maintenance of those part or
parts of each of its estates within and affected by the Development and for which the
Council has a statutory or contractual obligation to maintain to a certain standard of
repair (subject to the Council's obligation not to waste public funds); and
(b) the re letting and security of those part or parts of each estate within and affected by the
Scheme and owned by the Council which became vacant substantially before such
estate(s) are subject to decant;
4.2.6 Other: Any other policies relevant to the Purchase Contracts
(together the "Contribution Policies");
42878078.2 \lo08 155
RGB/90883.00001/9510001.11
Schedule 2
Schedule 2
4.2.7 Considerate Constructors Compensation Policy: setting compensation (if any) for residents who
have been severely affected by nuisance or inconvenience as a consequence of the Buyer or
its contractor failing to conform to the "Considerate Constructors Scheme" or such other similar
or replacement scheme; and
4.2.8 Car Parking and Garden Compensation Policy: setting the Council's policy as to
compensation payable to each Secure Tenant where within the boundaries of the Existing
Home there is a garden for the exclusive use of the Secure Tenant and/or an off-street car
parking space for the exclusive use of the Secure Tenant and the Replacement Home does
not include an exclusive right for the Secure Tenant to use a car parking space and/or a
right to use a garden (which may be a communal garden); and
4.2.9 Adaptati ons Poli cy.
4.3 Subject to paragraph 4.4:
4.3.1 as soon as reasonably practicable, but in any event before the Standard Purchase Contract
Trigger Date (or such later date, as the Parties may agree), the Council shall issue or have
issued each and every of the Purchase Contract Policies to be required or referred to in or by the
Purchase Contracts (after having held and completed any consultation on any one or more such
policies as required by law);
4.3.2 the Council may periodically review and, subject to paragraph 4.3.3, update the Purchase
Contract Policies;
4.3.3 the Council shall make all such Purchase Contract Policies available to the Owners and Secure
Tenants and shall not terminate or discontinue a policy necessary to administer the Purchase
Contracts;
4.3.4 if the Council intends to substitute, vary or update an existing Purchase Contract Policy or to
introduce a new Purchase Contract Policy, then the Council shall as soon as reasonably
practicable: (a) publish such new, substitute, varied or updated Purchase Contract Policy on its
dedicated website; and (b) provide a copy of the same to the Buyer.
4.4 The Council acknowledges that the Adaptations Policy shall need to:
4.4.1 differentiate between Integral Adaptations and Non-Integral Adaptations, for the purposes of
this Agreement;
4.4.2 ensure that nothing in the Adaptations Policy prevents the Council, the Buyer or the relevant
Owner or Secure Tenant from complying with their obligations under this Agreement or the
relevant Purchase Contract, as appropriate.
4.5 The Council shall issue the Buyer with a copy of its House and Home Allocation Policy:
setting (whether in more than one policy or otherwise): (a) the Council's criteria, by which to
assess who shall be entitled to move to a Replacement Home before the Phase within which
their Existing Home would be required has been put forward for redevelopment; and (b) the
Council's criteria, by which to assess who shall be entitled to a House, a House Equivalent
Replacement Home, a flat or such other Replacement Home as soon as reasonably practicable,
but in any event within 8 months after the date of this Agreement (or such later date, as the
Parties may agree) and if the Council intends to substitute, vary or update either policy then the
Council shall promptly provide a copy of the same to the Buyer.
42878078.2 Mo08 156
RGB/90883.00001/9510001.11
5 Replacement Home Underlease
The forms of underlease of the Replacement Home to be granted by the Council to the
relevant Qualifying Owner shall be determined in accordance with clause 17.
6 Rehousing Officer
6.1 The Council has indicated during its consultation with the Owners and Secure Tenants that
each Owner and Secure Tenant shall be allocated a rehousing officer to support them
through the process and answer any questions (the "Rehousing Officer").
6.2 The Council shall (at its own cost) use all reasonable endeavours to ensure that each Owner
and Secure Tenant shall be so allocated such a Rehousing Officer and that all such officers
shall be sufficiently trained to enable those Rehousing Officers to answer questions
appropriately.
42878078.2 Vo08 157
RGB/90883.00001/9510001.11
Schedule 2
Schedule 2
Part 2 - Early Purchase Contract
1 Availability
1.2 The shall be
entitled
to nominate any Owner
for
an Early Purchase Contract who it is
satisfied has a reasonable concern of being unable to dispose of their Existing Home at an
open market valuation and has a special need (being determined at the Council's discretion)
to do so.
1.3 The Council shall notify the Buyer in writing of the name, contact details and address of the
relevant Existing Home for each Owner which the Council has determined qualifies under
paragraph 1.2 for an Early Purchase Contract (and the date of receipt of each such
notification shall be the relevant "Notification Date" for that Owner and Early Purchase
Contract)_
2 Contract and Determination of Price
2.1 Subject to clause 18.2, the Buyer shall:
2.1.1 contact the relevant Owner as soon as reasonably practicable after the Notification Date, to
confirm that the Owner has qualified for the offer of an Early Purchase Contract; and
2.1.2 liaise with the relevant Owner to seek to agree the Early Purchase Contract Purchase Price as
soon as reasonably practicable after the Notification Date.
2.2 If the Early Purchase Contract Purchase Price cannot be agreed within 6 weeks of the
Notification Date then the Buyer shall refer the matter to a member of the Panel Valuers who
shall be asked to determine the open market value on the basis of the following assumptions
and disregards:
(a) the assumptions are:
(iii) the Existing Home is to be sold in a No Scheme World;
(iv) the Existing Home is to be sold with vacant possession; and
(b) the disregards are:
0 any charges or encumbrances from which the property is to be released on
or before completion of the sale; and
(ii) the obligations in this Agreement upon the Buyer to enter into the Early
Purchase Contract.
2.3 The relevant Panel Valuer shall pass the details of the open market value to the relevant
Owner and the Buyer. The relevant Owner shall then have the option to accept the open
market value as the Early Purchase Contract Purchase Price.
2.4 If the relevant Owner agrees the Early Purchase Contract Purchase Price or accepts the
figure as determined by the Panel Valuer as the Early Purchase Contract Purchase Price then
(subject to clause 18.2):
(a) the Buyer shall promptly provide to the relevant owner details of the Panel Solicitors;
and
42878078.2\1o08 158
RGB/90883.00001/9510001.11
(b) the Buyer shall use reasonable endeavours to agree the form of the Early Purchase
Contract with that relevant Owner as soon reasonably practicable (save where: (i)
that Owner confirms at any point that he no longer wishes to proceed and/or (ii) if the
Buyer's due diligence has revealed one or more matter(s) set out in the title registers
of the relevant property and/or revealed by due diligence, which the Buyer, in its
reasonable opinion, considers that a reasonably prudent buyer having regard to the
circumstances of the purchase and the Development would not proceed
Provided That the Buyer (if the relevant Owner agrees) shall be entitled to provide such details
and commence negotiations before the Early Purchase Contract Purchase Price is determined,
in its discretion.
2.5 If the relevant Owner shall not accept the figure as determined by the Panel Valuer as the
Early Purchase Contract Purchase Price then the Buyer shall not be obliged to enter into a Early
Purchase Contract and the relevant owner shall not be entitled to request that the Early Purchase
Contract Purchase Price be determined again until the expiry of at least 6 calendar months after
the date of the previous determination by the Panel Valuer.
2.6 If by the date on which a reference to a Panel Solicitor under this paragraph 2 is required:
(a) no such panel has yet been established, then the Buyer shall be responsible for the
relevant Owner's reasonable and proper legal fees incurred in respect of each Early
Purchase Contract entered into with a relevant Owner (and reference to the Panel
Solicitor in this Schedule shall be deemed to be to the solicitor so instructed); or
(b) where such panel has been established, the Buyer shall be responsible for the Panel
Solicitor's fees incurred in respect of each Early Purchase Contract entered into with a
relevant Owner, pursuant to the relevant panel appointment.
2.I If by the date on which a reference to a Panel Valuer under this paragraph 2 is required:
(a) no such panel has yet been established, then the Buyer shall instruct a valuer that
would otherwise qualify as a Panel Valuer and shall be responsible for those fees
incurred in respect of the determination of the Early Purchase Contract Purchase
Price (and reference to the Panel Valuer in this Schedule shall be deemed to be to the
valuer so instructed); or
(b) where such panel has been established, the Buyer shall be responsible for the Panel
Valuer's fees incurred in respect of the determination of the Early Purchase Contract
Purchase Price, pursuant to the relevant panel appointment.
3 Obligation to enter into an Early Purchase Contract
3.1 Subject to clause 18.2 once the form of Early Purchase Contract is agreed the Buyer shall
use reasonable endeavours to exchange the Early Purchase Contract with the relevant
Owner as soon as reasonably practicable (and such obligation shall cease, should either: (i)
the relevant Owner indicate that it no longer wants to enter into the Early Purchase
Contract); and/or (ii) if the Buyer's due diligence has revealed one or more matter(s) set out
in the title registers of the relevant property and/or revealed by due diligence, which the
Buyer, in its reasonable opinion, considers that a reasonably prudent buyer having regard to
the circumstances of the purchase and the Development would not proceed.
42878078.2 \1008 159
RGB/90883.00001/9510001.11
Schedule 2
3.2 As soon as reasonably practicable after the exchange of any Early Purchase Contract, the
Buyer shall provide a certified copy of the same to the Council and shall store safely the
original.
3.3 Completion of the acquisition pursuant to the Early Purchase Contract shall take place on the
earlier of:
3.3.1 the expiry of 20 Working Days notice served by the relevant Owner (or such earlier date as
the Owner and Buyer shall agree, in their discretion); and
3.3.2 the relevant completion date nominated by the Buyer under the Early Purchase Contract in
accordance with the Phasing Programme from time to time provided that such completion date
shall not be less than 21 days from the date on which the completion date is notified to the
Owner.
3.4 The Buyer shall be entitled to enforce and terminate the Early Purchase Contract on the basis
of the terms agreed with the relevant Owner.
3.5 In the event that the Early Purchase Contract Financial Cap is reached or would be exceeded
(as determined in accordance with the provisions of clause 18) then the Buyer shall be
entitled (in its absolute discretion) to increase the Early Purchase Contract Financial Cap
Provided That unless the prior approval of the Council is obtained before such cap is
exceeded such additional expenditure shall not be treated as Allowable Capital Expenditure.
42878078.2 \lo08 160
RGB/90883.00001/9510001.11
Schedule 2
Schedule 2
Part 3- Standard Purchase Contract and Advance Existi ng Purchase Contracts
1 Agreed form: Standard Purchase Contract and Advance Existing Purchase
Contract
1.1 The standard forms of Standard Purchase Contract and Advance Existing Purchase Contract
shall be agreed or determined between the Parties under Part 1.
2 Exchange
2.1 Upon any Qualifying Owner deciding that they wish to proceed and enter into a Standard
Purchase Contract the Council shall procure that the relevant Owner signs a written
acknowledgement (a "Standard Purchase Contract Acceptance Form") as prepared by the
nnnfi rmi ng that that' wi th to prnrcarari
2.2 Upon any Owner deciding that they wish to proceed and enter into an Advance Existing
Purchase Contract the Council shall request that the relevant Owner signs a written
acknowledgement (an "Advance Existing Purchase Contract Acceptance Form") as
prepared by the Council confirming that they wish to proceed.
2.3 After receipt by the Council of a Standard Purchase Contract Acceptance Form or an
Advance Existing Purchase Contract Acceptance Form signed by a relevant Owner the
Council shall:
2.3.1 as soon as practicable (and in any event within 10 Working Days) provide a copy of the same
to the Buyer;
2.3.2 provide to the relevant Owner details of the Panel Solicitors;
2.3.3 issue and seek to agree the relevant Purchase Contract with the relevant Owner Provided That
the Council cannot accept any amendment to the form of Purchase Contracts agreed
pursuant to Part 1 of this Schedule:
(a) where such amendment relates to the mechanism, process or timescales for
completion under that Purchase Contract (including the definition of the "Contractual
Completion Date");
(b) any amendment to the definition of "Habitable";
(c) any other provision that would materially prejudice the Buyer or materially increase its
obligations or reduce its rights or prevent it from complying with its obligations under this
Agreement;
(d) (without the Buyer's consent) the form of transfer deed to be appended to the
Standard Purchase Contract;
2.3.4 undertake such title due diligence in relation to the Existing Home as any reasonably prudent buyer
would having regard to the circumstances of the purchase and the Development (but not
including undertaking utilities searches or a local authority search);
2.3.5 make reasonable pre-contract enquires of the Owner and use reasonable endeavours to procure
that any replies given are addressed to the Council and the Buyer jointly (as well as raising any
such further enquiries as the Buyer may reasonably direct);
42878078.2\1o08 161
RGB/90883.00001/9510001.11
Schedule 2
2.3.6 without prejudice to paragraph 2.3.7, provide copies of each and every document issued deducing
the Owner's title to the Existing Home, searches, replies to enquiries and any other title
information in relation to the Existing Home as soon as reasonably practicable or by way of
monthly reports to the Buyer or (with the Buyer's agreement) the Project Delivery Group.
2.3.7 where the relevant interest in the Existing Home is leasehold, provide copies of:
(a) where registered, the relevant official copy and documents referred to therein;
(b) where unregistered, good root of title and other title documents provided;
(c) the lease (and any supplemental documents, whether expressed to be so or not); and
(d) replies to pre-contract enquiries
by way of monthly reports to the Buyer or (with the Buyer's agreement) the Project Delivery
Group.
2.3.8 use reasonable endeavours to exchange the Standard Purchase Contract or the Advance
Existing Purchase Contract with the relevant Owner as soon as reasonably practicable, save
where:
(a) the relevant Owner indicates that it no longer wants to enter into the relevant
Purchase Contract;
(b) the Standard Purchase Contract Trigger Date has not yet occurred;
(c) the Purchase Contract Offer Period has expired unless the Council has the Buyer's
consent;
(d) the title due diligence has revealed one or more Material Adverse Matters(s).
2.4 The Standard Purchase Contracts and Advance Existing Purchase Contracts shall be entered
into between the Council, Owner and any relevant third parties, but the Council and the Buyer
acknowledge that the transfer of the Existing Home may be made either to the Council, the
Buyer, the Purchase Company or to another party in accordance with this Agreement.
2.5 As soon as reasonably practicable after the exchange of any Standard Purchase Contract or
Advance Existing Purchase Contract, the Council shall provide a certified copy of the same to the
Buyer or Project Delivery Group and shall store safely the original.
2.6 The Council shall not surrender (or accept a surrender), vary, rescind or otherwise terminate
or waive the terms (or agree to do any of the same) of any Purchase Contract or deal with the
same without the Buyer's consent, save where: (a) required to do so by law or Court Order or (b)
such variation would comply with the requirements under paragraph 2.3.3 of this Part 3.
3 Administration
3.1 Home Election Notice, Nine Month Notice and Valuations
3.1.1 The Council shall allocate each Qualifying Owner a Replacement Home in the Home
Allocation Plan, in accordance with clause 13.5.
3.1.2 The Buyer may serve on the Council a notice (the "Service Notice") in which the Buyer shall:
42878078.2\1o08 162
RGB/90883.00001/9510001.11
(a) identify the Replacement Homes allocated to each Qualifying Owner, in accordance
with the Home Allocation Plan (and provide Land Registry compliant plans and floor
plans);
(b) identify those Existing Homes and Qualifying Owners on which a Home Election
Notice shall be issued;
(c) identify those Existing Homes and Owners on which a "Nine Month Notice" (as
referred to in the Advance Existing Purchase Contract) shall be issued pursuant to the
relevant Advance Existing Purchase Contracts;
(d) confirm dates that should be inserted into the "Home Election Notice" to be issued
under the relevant Purchase Contracts (including the Estimated Habitable Date);
(e) enclose those valuations that are required to be provided under the Purchase
Contract (and such valuations shall be dated no more than 6 weeks prior to the
Service Date);
(f) provide title information, the replies to the Seller's Leasehold Property Information
Form (or such other standard residential conveyancing enquiries as may replace them
from time to time);
(9) enclose an information and title pack for the Replacement Home; and
(h) enclose any documents that are required by law to be provided by a seller to a buyer
before contract,
and the date of the Service Notice must be no later than 10 months and 2 weeks before the
Estimated Habitable Date.
3.1.3 The Council shall:
(a) determine the form of Replacement Home Underlease in accordance with clause 17
no later than the date by which the relevant Home Election Notice must be served in
order to be at least 9 months before the relevant Estimated Habitable Date set out in the
relevant Service Notice subject to the Replacement Accommodation Lease being agreed
in accordance with clause 16;
(b) subject to the Buyer's compliance with its obligations in paragraph 3.1.2, no later than
9 months before the relevant Estimated Habitable Date serve a Home Election Notice,
in accordance with the relevant Purchase Contract, on each of the relevant Owners as
directed by the Buyer pursuant to paragraph 3.1.2 and include all such information,
dates and forms (including the form of Replacement Home Underlease) as is required
under the Purchase Contract.
(c) serve a "Nine Month Notice" in accordance with the relevant Advance Existing
Purchase Contract, on each of the relevant Owners as directed by the Buyer, in
accordance with the relevant Purchase Contract; and
(d) subject to the Buyer providing the "Council's Valuation" (as defined in the Advance
Existing Purchase Contract), to serve the said Council's Valuation on the relevant Owners
in accordance with the relevant Purchase Contract within 10 Working Days of being
required to do so by the Buyer.
42878078.2 \lo08 163
RGB/90883.00001 /9510001.11
Schedule 2
3.2 Replacement Home Package
The Replacement Home Package to be provided by the Buyer shall be set out in the Home
Allocation Plan, in accordance with clause 13.5.
3.3 Valuation, Completion and Other
3.3.1 The Council shall provide to the Buyer by way of monthly report copies of all notices and
correspondence received from and (at least) sent to the relevant Owner, including (without
limitation) notices requiring valuations, referring to valuations and/or to disputes (or if the Buyer
requests it from time to time, the Council shall update the Project Delivery Group or the Rehousing
Report).
3.3.2 The Council shall comply with the obligations on the part of the Council in the relevant
Purchase Contract.
3.3.3 Where an Owner refers one or more valuations to a dispute process under the relevant
Purchase Contract, the Council shall:
(a) keep the Buyer (or if the Buyer requests it, the Project Delivery Group or Rehousing
Report) regularly informed of the progress by the Council in defending the process and
promptly supply the Buyer copies of all documents relating to the dispute;
(b) have due regard to any reasonable representations made by the Buyer in connection
with the process or the dispute;
(c) use reasonable endeavours to defend any dispute regarding valuation;
(d) comply with the requirements of the relevant expert or Upper Tribunal.
3.3.4 The Council shall serve a "Completion Notice" and/or a "Council Notice" and/or such other notice
as shall trigger completion under one or more Purchase Contracts within 10 Working Days of
being required to do so by the Buyer, Provided That:
(a) service of such notice shall be in accordance with the relevant Purchase Contract;
(b) (if not already granted or approved) the Buyer is able to grant or approve the grant of
the Replacement Accommodation Lease on or before such proposed Completion
Date.
3.3.5 The Buyer shall comply with its obligations at paragraph 10 of Schedule 11.
3.4 Failure Notice
3.4.1 The Council shall not be entitled to serve a "Failure Notice" (as defined in the relevant
Purchase Contracts) under any of the Purchase Contracts; (a) unless and until this Agreement is
Terminated or Expires; and (b) in relation to those Purchase Contracts affected by the Buyer
serving a Run-Off Notice, unless and until the Run-Off Notice Longstop Date (as both terms are
defined in Schedule 16) occurs.
3.4.2 If the Owners do not elect within 2 months of the date of service of the Failure Notice to sell
their relevant Existing Property that Purchase Contract shall cease and determine.
42878078.211o08 164
RGB/90883.00001/9510001.11
Schedule 2
3.4.3 If the Owners do elect to sell their relevant Existing Home within 2 months of the
date of
service of the Failure Notice then completion of the purchase shall take place in accordance with
the relevant Purchase Contract and the Council shall elect whether the Existing Property is
transferred to the Council or the Buyer and:
(a) if the Existing Property is transferred to the Buyer then the provisions of paragraph
4.1.2 shall apply;
(b) if the Existing Property is transferred to the Council then the provisions of paragraph
4.1.3 shall apply.
3.4.4 If the Council does not serve a "Failure Notice" within 2 months of this Agreement being
Terminated or Expiring (or in the case of Purchase Contracts which relate to Properties
affected by the service of a Run-Off Notice then within 2 months of the Run-Off Notice
Longstop Date) and an Owner exercises its right to require the Council to purchase the
Existing Property then the Council shall purchase the Existing Property and the provisions of
paragraph 4.1.3 shall apply.
4 Acquisition of an Existing Home
4.1 Subject to paragraph 4.2, if an Owner exercises one of its rights to require the Council to
purchase the Existing Home (where that Owner is not taking a Replacement Home) then:
4.1.1 the Council shall no later than 10 Working Days after receipt of the relevant "Notice to Sell" or
"Completion Notice" (as shall be defined under the relevant Purchase Contract):
(a) provide the Buyer with a copy of the relevant "Notice to Sell" or "Completion Notice";
and
(h) confirm to the Buyer in writing whether: (i) the Council elects that it shall purchase the
Existing Home or (ii) the Council elects that the Buyer shall purchase the Existing
Home (and if the Council elects that the Buyer shall purchase the Existing Home,
the Council must also confirm if it elects to pay those moneys due to the Owner at
completion (and, where relevant after completion) without reimbursement from the
Buyer pursuant to paragraph 5 (the "Direct Payment Confirmation") and if the
Council makes such a confirmation then the Buyer's obligations under paragraph 5
shall not apply to that Existing Home)
and if: (i) the Council does not specify its election and/or (ii) paragraph 4.2 applies, then the
Council shall be deemed to have elected to purchase the Existing Home;
4.1.2 if the Council elects that the Buyer shall acquire the Existing Home then:
(a) the Buyer shall confirm whether it nominates a Purchase Company to be the
transferee pursuant to the transfer of the Existing Home (and the Council and the
Buyer shall enter into such documentation as is required to effect such transfer no
later than 15 Working Days prior to the contractual completion date);
(b) the Council shall notify the Buyer no later than 15 Working Days prior to the
contractual completion date determined in accordance with the relevant Purchase
Contract:
(i) the date that completion is set to occur;
42878078.2 \lo08 165
RGB/90883.00001/9510001.11
Schedule 2
(ii) the purchase price agreed or determined under the relevant Purchase
Contract;
the total moneys to be paid to the relevant Owner at completion (including a
breakdown of the same), together with the total proportion of which the Buyer
is obliged to fund at completion in accordance with paragraph 5;
(c) where appropriate the Buyer shall transfer to the Council (or the Council's solicitors) the
total proportion of moneys which the Buyer is obliged to fund as specified by the Council
under paragraph 4.1.2, save where the Council has made the Direct Payment
Confirmation, in which case, the Council shall pay at completion (and where relevant after
completion) the total moneys due to the relevant Owner and clauses 9.18 and 9.19 shall
apply;
(d) the Council shall procure that the Existing Home is transferred directly to the Buyer (or
such Purchase Company, if nominated in accordance with paragraph 4.1.2 (a)) at the
relevant completion (with full title guarantee, vacant possession and at no extra cost to
the Buyer, pursuant to the terms of the Standard Purchase Contract) date on the terms
of the transfer deed appended to the Standard Purchase Contract
Provided That, where the Council 's initial title due diligence or any further due diligence that
may be undertaken by the Buyer has revealed one or more Material Adverse Matters (in the
reasonable opinion of the Buyer, as opposed to being in the reasonable opinion of the Council)
the Buyer shall be entitled to refuse to acquire the Existing Home and
paragraph 4.1.3 shall apply;
4.1.3 if the Council elects (or is deemed to elect) to acquire the Existing Home then:
(a) the Council shall comply with the obligations in the relevant purchase contract to
acquire the Existing Home;
(b) the Buyer shall be automatically released from any obligations under paragraph 4.1.2,
including any obligation to reimburse the Council pursuant to paragraph 5.1; and
(c) after completion, the Council shall update the Rehousing Report (and the Project
Delivery Group) accordingly; and
(d) the Council shall keep the Existing Property materially in no worse condition as that in
which it was the date of acquisition fair wear and tear excepted.
4.2 Where a Qualifying Owner sells its Existing Home and purchases a Replacement Home,
paragraph 4.1.3 shall apply (and the Buyer shall not be required to accept or purchase an
interest in the Existing Home other than the transfer of the land as part of a Phase
Completion).
5 Buyer Reimbursement
5.1 Subject to clauses 19.4 and 20.4, where the Buyer is required to acquire the Existing Home in
accordance with paragraph 4.1.2 (save where the Council has made the Direct Payment
Confirmation) the Buyer shall fund the payments of the following entitlements to Qualifying
Owners, Non Qualifying Owners and Non Resident Owners (under the relevant Standard
Purchase Contract or Advance Existing Purchase Contract):
42878078.2\1008 166
RGB/90883.00001/9510001.11
Schedule 2
Schedule 2
(a) in respect of the sale and purchase of an Existing Home (where no Replacement
Home Underlease is being granted), the purchase price agreed or determined for the
Existing Home to be paid as at the contractual completion date (but not any element of the
price that is Negative Equity Compensation);
(b) if the moneys due under paragraph 5.1(a) are subject to change after completion by
reason of an ongoing valuation dispute under the relevant Purchase Contract, then:
(i) if it is subsequently determined under dispute resolution that the purchase
price should increase, the Buyer shall fund the difference by paying an
amount equivalent to the difference in purchase price to the Council within 15
Working Days of being notified that the same is due and owing (but not any
element of the price that is Negative Equity Compensation);
if it is determined under dispute resolution that the purchase price should
decrease, the amount equivalent to the difference shall continue to be treated
as Allowable Capital Expenditure (and the Council shall promptly notify the
Buyer of the same) until a sum reflecting that decrease is paid back to the
Buyer;
(c) (subject to paragraph 7) compensation payable under any one or more of the
Contribution Policies from time to time;
(d) in accordance with paragraph 4.1.2 or if to be calculated under the Purchase Contract
after completion, then within 10 Working Days of the same being determined by the
Council and the Owner under the relevant Purchase Contract, the "Early Redemption
Payment" being the reasonable and proper redemption penalties or fees which the
Qualifying Owner, Non Qualifying Owner or Non Resident Owner reasonably and
properly incurs on the redemption of a mortgage secured against the Existing Home
(and the Buyer shall be entitled to require evidence as to the total payment due);
(e) payments of the relevant share of the "Home Loss Payment Total" to the relevant
Owners as set out in the Purchase Contracts.
6 Adaptations
6.1 The Buyer shall pay for (which costs shall not comprise Allowable Capital Expenditure or
Allowable Revenue Expenditure) and procure the installation of Adaptations at Replacement
Homes for those Qualifying Owners that may qualify for the installation of such Adaptations
pursuant to the "Adaptations Policy" from time to time unless and until the Adaptation Costs for
the Development have exceeded the Adaptation Contribution Cap ("Cap Date").
6.2 On or after the Cap Date:
6.2.1 the Buyer shall procure the installation of Adaptations at Replacement Homes for those
Qualifying Owners that may qualify for the installation of such Adaptations pursuant to the
"Adaptations Policy" from time to time; and
6.2.2 the Council shall pay such Adaptation Costs within 20 Working Days of demand and the
Buyer shall not demand such sums from the Council until the date it has paid the
relevant costs.
42878078.2\1o08 167
RGB/90883.00001/9510001.11
6.3 Where the Buyer is under an obligation in this paragraph 6.1 to procure the installation of the
Adaptations at Replacement Homes, the Buyer shall ensure that:
(a) the relevant Integral Adaptations are installed prior to the Completion Date (as defined
under the Purchase Contract); and
(b) the relevant Non-Integral Adaptations are installed prior to the Completion Date or as soon
as reasonably practicable thereafter (subject to the Council permitting the Buyer (or those
authorised by it) to access the requisite areas in order to carry out such works.
7 Contribution Policies Cap
7.1 The Buyer shall not be obliged to fund the payment of compensation payable by the Council
under any one or more of the Contribution Policies under paragraph 5.1(c) when such total
aggregate compensation paid under paragraph 5.1(c) in respect of all Standard Purchase
Contracts and Advance Existing Purchase Contracts exceeds 100,000.
42878078.2\1o08 168
RGB/90883.00001/9510001.11
Schedule 2
Schedule 2
Part 4 - Voluntary Advance Purchase Contract
Voluntary Advance Purchase Contract
1.1 In this Part 4:
VAPC Notice means written notice to the Council:
(a) of the Buyer's intention that it enters into a contract to purchase any interest in the
Option Land (including full and accurate particulars of the proposed property, the VAPC
Purchase Price and the proposed terms of the Voluntary Advance Purchase Contract);
and
(b) giving the Council the opportunity to enter into the Voluntary Advance Purchase
Contract at the same VAPC Purchase Price and on the same terms as has been
agreed with the relevant Owner; and
(c) giving the Council the opportunity to assess the VAPC Purchase Price in accordance with
this Part 4.
VAPC Purchase Price means the amount or value of the consideration exclusive of VAT for an
interest in the Option Land agreed with the relevant Owner.
1.2 Subject to complying with the provisions of paragraph 2 the Buyer may:
1.2.1 agree the form(s) of any Voluntary Advance Purchase Contract;
1.2.2 agree the purchase price for the interest to be sold under the Voluntary Advance Purchase
Contract; and
1.2.3 enter into a Voluntary Advance Purchase Contract
with the owner of an interest in the Option Land, in accordance with this Part 4.
1.3 Any part of the VAPC Purchase Price in respect of a property acquired pursuant to a
Voluntary Advance Purchase Contract which exceeds the open market value of such property
(as determined in accordance with this Part 4) shall not be treated as Allowable Capital
Expenditure under this Agreement.
1.4 The contractual completion date of the acquisition pursuant to the Voluntary Advance
Purchase Contract shall be set (or settable) no later than a date to be nominated by the Buyer
intended to be in accordance with the Phasing Programme from time to time (save where the
Council and the Buyer agree otherwise, acting reasonably).
1.5 As soon as reasonably practicable after the exchange any Voluntary Advance Purchase
Contract, the Buyer shall provide a certified copy of the same to the Council and shall store
safely the original.
2 VAPC Notice: Pre-Emption and Consideration
2.1 Before entering into any Voluntary Advance Purchase Contract, the Buyer shall serve a
VAPC Notice on the Council.
42878078.2\1o08 169
RGB/90883.00001/9510001.11
2.2 Within 14 Working Days of the date of service of a VAPC Notice, the Council may notify the
Buyer that:-
(a) the Council will enter into the Voluntary Advance Purchase Contract on the terms set
out in the VAPC Notice; or
(b) the Buyer may enter into the Voluntary Advance Purchase Contract and the VAPC
Purchase Price will be treated as Allowable Capital Expenditure; or
(c) the Buyer may enter into the Voluntary Advance Purchase Contract, but the total
VAPC Purchase Price will not be treated as Allowable Capital Expenditure.
2.3 If the Council notifies the Buyer that it will enter into the Voluntary Advance Purchase
Contract, then the Council shall use all reasonable endeavours to do so within 20 Working
Days of the service of notice served under paragraph 2.2(a). If the Council does not enter into
the Voluntary Advance Purchase Contract within such period, then:
(a) the Buyer shall be entitled to enter into the Voluntary Advance Purchase Contract on
the terms referred to in the VAPC Notice during the period of 2 calendar months after
the expiration of such period for a price no less than the VAPC Purchase Price
specified in the VAPC Notice and on terms no less beneficial to the Buyer than the
terms of the VAPC Notice; and
(b) the VAPC Purchase Price may be treated as Allowable Capital Expenditure.
2.4 If the Council notifies the Buyer pursuant to paragraph 2.2(b) or it fails to serve a notice in
response to the VAPC Notice within the 14 Working Day period, then:
(a) the Buyer shall be entitled to enter into the Voluntary Advance Purchase Contract on the
terms referred to in the VAPC Notice during the period of 3 calendar months after the
expiration of such 14 Working Day period for a price no less than the VAPC Purchase
Price specified in the VAPC Notice and on terms no less beneficial to the Buyer than the
terms of the VAPC Notice; and
(b) the VAPC Purchase Price may be treated as Allowable Capital Expenditure.
2.5 If the Council serves a notice under paragraph 2.2(c):-
(a) the Buyer shall be entitled to enter into the Voluntary Advance Purchase Contract
(regardless of when agreement regarding the VAPC Purchase Price is reached);
(b) the Parties shall use reasonable endeavours to agree the amount of the VAPC
Purchase Price that should not be treated as Allowable Capital Expenditure under
this Agreement and, if the Parties fail to agree, then either Party may require a Panel
Valuer to determine the market value of the relevant property within one week of
such instruction and such valuation shall determine the amount (if any) that cannot
be treated as Allowable Capital Expenditure; and
(c) the Buyer shall be entitled to renegotiate the proposed VAPC Purchase Price following
agreement or determination of the open market value of the relevant interest in the
Option Land and if the Buyer renegotiates a reduced VAPC Purchase Price with the
relevant owner of the interest the Buyer shall serve a revised VAPC Notice in respect
of those revised terms, but any notice the Council serves pursuant to
42878078.2\1o08 170
RGB/90883.00001/9510001.11
Schedule 2
Schedule 2
paragraphs 2.2(b) or 2.2(c) must correspond with the agreement or determination of
open market value for that interest reached pursuant to paragraph 2.5(b).
42878078.2 \1008 171
RGB/90883.00001/9510001.11
Schedule 2
Part 5 Secure Tenant Contract
Agreed form: Secure Tenant Contract
1.1 The standard form of Seri ire Tenant
Contract
shall be agreed nr determined between the
Parties under Part 1.
2 Exchange and Administration
2.1 Upon any Secure Tenant deciding that they wish to proceed and accept the terms of a Secure
Tenant Contract the Council shall procure that the owner signs a written acknowledgement (a
"Secure Tenant Contract Acceptance Form") confirming that they wish to proceed.
2.2 After receipt by the Council of a signed Secure Tenant Contract Acceptance Form the Council
shall:
2.2.1 as soon as reasonably practicable (and in any event within 10 Working Days) provide a copy
of the same to the Buyer;
2.2.2 provide to the relevant Secure Tenant details of:
(a) the Panel Solicitors (the costs of which will be met by the Buyer, in accordance with this
Agreement); and
(b) the Rehousing Officer;
2.2.3 use reasonable endeavours to exchange the Secure Tenant Contract as soon as reasonably
practicable save where:
(a) the relevant Secure Tenant indicates that it no longer wants to enter into the relevant
Secure Tenant Contract;
(b) the Purchase Contract Offer Period has expired unless the Council has the Buyer's
consent
and the Council will not accept:
(c) any amendment that relates to the mechanism, process or timescales for completion
under that Secure Tenant Contract (including the definition of "Rehousing Date");
(d) an amendment to the definition of "Habitable";
(e) any other provision that would prejudice the Buyer or increase its obligations or
reduce its rights or prevent it from complying with its obligations under this
Agreement;
(f) the form of surrender to be appended to the Secure Tenant Contract.
2.2.4 as soon as reasonably practicable after exchange, provide a certified copy of the same to the Buyer
(and the Project Delivery Group) and store safely the original;
2.2.5 may vary or waive the terms (or agree to do any of the same) of any Secure Tenant Contract
provided that such variation or waiver is not one of the following:
42878078.2 \lo08 172
RGB/90883.00001/9510001.11
(a) where such amendment relates to the mechanism, process or timescales for
completion under that Secure Tenant Contract (including the contractual completion
date);
(b) an amendment to the definition of "Habitable";
(c) any other provision that would prejudice the Buyer or increase its obligations or
reduce its rights or prevent it from complying with its obligations under this
Agreement;
(d) the form of surrender to be appended to the Secure Tenant Contract.
2.3 The Replacement Home Package to be provided and Integral Adaptations (if any) to be
installed shall be set out in the Home Allocation Plan, in accordance with clause 13.5.
3 Reimbursement
3.1 The Buyer shall have no liability for any sums payable under or any terms of the Secure
Tenant Contract save that:
3.1.1 the Buyer shall pay for (which costs shall not comprise Allowable Capital Expenditure or
Allowable Revenue Expenditure) and procure the installation of Adaptations at Replacement
Homes for those Secure Tenants that may qualify for the installation of such Adaptations
pursuant to the Council's Adaptations Policy from time to time unless and until the Adaptation
Costs for the Development have exceeded the Adaptation Contribution Cap ("ST Cap Date");
3.1.2 on or after the ST Cap Date, the Buyer shall procure the installation of Adaptations at
Replacement Homes for those Secure Tenants that may qualify for the installation of such
Adaptations pursuant to the Council's Adaptations Policy from time to time;
3.1.3 the Buyer shall fund the Car Parking and Garden Compensation payable in accordance with
the Car Parking and Garden Compensation Policy provided that the Buyer's obligation shall
be limited to a maximum payment of 5,000 per Secure Tenant and 140,000 in aggregate
(which costs shall not comprise Allowable Capital Expenditure or Allowable Revenue
Expenditure).
and the Buyer shall have no liability under this paragraph 3 on or after the date on which this
Agreement is Terminated.
3.1.4 after the date of the Trigger Notice the Buyer shall pay the costs of the Panel Solicitors in
relation to the Secure Tenant Contract pursuant to paragraph 1.2.1(c) of Part 1 of this
Schedule.
3.2 Where the Buyer is under an obligation in this paragraph 3.1 to procure the installation of the
Adaptations at Replacement Homes, the Buyer shall ensure that:
(a) the relevant Integral Adaptations are installed prior to the Rehousing Date (as defined
under the Secure Tenant Contract); and
(b) the relevant Non-Integral Adaptations are installed prior to the Rehousing Date or as
soon as reasonably practicable thereafter (subject to the Council permitting the Buyer
(or those authorised by it) to access the requisite areas in order to carry out such
works.
42878078.2\1008 173
RGB/90883.00001/9510001.11
Schedule 2
4 Compliance and Completion
4.1 The Council shall observe and perform its obligations under the Secure Tenant Contract.
4.2 The Buyer will comply with its obligations under paragraph 10 of Schedule 11.
4.3 The Council shall serve a notice that shall fix the contractual completion date and/or trigger
completion under one or more Secure Tenant Contracts within 5 Working Days of being
required to do so by the Buyer, Provided That:
(a) service of such notice shall be in accordance with the Secure Tenant Contract;
(b) the Buyer is able to grant or procure the grant of the Replacement Accommodation
Lease on or before such proposed completion date.
4.4 On or after the ST Cap Date, the Council shall pay such Adaptation Costs referred to in
paragraph 3.1.2 within 20 Working Days of demand.
42878078.2\1o08 174
RGB/90883.00001/9510001.11
Schedule 2
Schedule 2
Part 6 - Purchase Contracts
Secure Tenant Contract
Standard Purchase Contract
Advance Existing Purchase Contract (all forms)
42878078.2 \lo08 175
RGB/90883.00001/9510001.11
SECURE TENANT CONTRACT
This is a legal contract which contains many legal expressions. At the end of this contract there is a glossary
explaining the meaning of all the words which are in bold type.
This document is made on:
(insert date)
and made between:
(insert name of tenant(s))
("you")
and
The Mayor and Burgesses of London Borough of Hammersmith and Fulham
(the "Council")
and
(insert name of any other occupier(s))
(the "Occupiers")
This contract is about:
(insert address
(the "Current Ho e )
Where you currently reside at pursuant to a tenancy agreement which is dated
---------------------------------------------------- (insert date of Current Tenancy)
and which was granted by the Council to
(insert parties' names)
(the "Current Tenancy")
A. The Council has entered into an agreement with the Developer in relation to its plans to redevelop the
Estates. This contract formalises the offer made in the consultation published in January 2012.
B. In this contract the Council confirms how it will manage the rehousing of tenants from the Estates if the
development goes ahead and offers you as tenant improved benefits over your statutory rights if the
development goes ahead.
C. This contract does not reduce or take away any rights given to you by law and your Current Tenancy and
you will retain all those rights whether or not you sign this contract.
D. The Council will discuss your requirements for a New Home and will offer you a new tenancy of
your New Home and agree your Rehousing Date before serving the Statutory Notices. When the
Council needs to vacate the building you live in, the Council will make a compulsory purchase order,
it will serve formal Statutory Notices on all tenants remaining in that building and will if necessary
follow that through by issuing an appropriate warrant which would then be enforced.
9482514.02
E. This contract sets out the improved benefits that you will receive if you move into your New Home on
your Rehousing Date as set out below. The implications of not moving on your Rehousing Date are also set
out in this contract.
THE COUNCIL'S COMMITMENTS TO YOU
This section of the contract sets out the Council's obligations and commitments
to you as tenant in the event that your Current Home is included in the redeVelopment.
1. THE COUNCIL'S COMMITMENTS TO YOU
1.1 Rehousing in New Home
Your Current Home may be redeveloped as part of the proposed Scheme. Should this
happen, you will be offered a New Home in the Rehousing Area, on the terms set out in
this contract.
1.1.2 The tenancy of the New Home will be conditional upon you surrendering the Current
Tenancy, vacating your Current Home and handing over the keys to your Current Home (which
must be vacant) to the Council on the Rehousing Date.
1.1.3 Except in the most exceptional of circumstances you will be able to move directly from
your Current Home to a New Home in the Rehousing Area.
1.1.4 The Council will allocate a Housing Adviser to undertake an initial assessment of your
housing needs. This will be part of an overall assessment of the needs of other secure
tenants affected by the Scheme in order to ascertain the accommodation that the
Developer needs to provide if the Council is to satisfy its secure tenants' requirements.
1.1.5 The Council will use all reasonable endeavours to ensure that the allocated Housing
Adviser retains responsibility for your rehousing throughout, and if staff changes prevent this
will introduce you to anyone who replaces that adviser.
1.1.6 The Council acknowledges that your housing needs may change between the date of
this contract and the Rehousing Date. The Council will undertake a further assessment of your
housing needs before serving the Statutory Notices.
1.1.7 Any assessments of your housi ng needs wil l be carri ed out i n accordance wi th the
Council's housing allocation policy or policies from time to time.
1.2 Alternative to Social Renting
1.2.1 If you so request, the Counci l wil l offer you the opportuni ty to buy an Intermedi ate
Affordable Housing as an alternative to a New Tenancy. If you wish to explore this opportunity
you should discuss it with your Housing Adviser.
1.2.2 If members of your family who have been normally resident in your Current Home for five
years so request the Council will offer them the opportunity to buy an Intermediate
Affordable Housing in addition to offering you a New Tenancy. If you wish to explore
this opportunity you should discuss it with your Housing Adviser.
1.3 Rehousing elsewhere
1.3.1 Until the time the Council serves any Statutory Notices in relation to your Current Home
the Council's policies relating to tenants who wish to move to another Council or housing.
9482514.02
association home will continue to apply. Such voluntary transfers are outside the terms of this
contract and would not benefit from any of the improved terms. If you move out of the Estates
by your own choice you will not be entitled to further rehousing in the Scheme.
1.3.2 If, at the time the Council wants possession of your Current home for demolition you
decide you wish to move to a different area, rather than into the Scheme you should
discuss this with your Housing Adviser at the earliest opportunity. In those
circumstances the Housing Adviser will provide advice, information and support to you and
you may be entitled to some or all of the compensation set out in Clause 3 below but you will
not be entitled to a New Home Package or a New Home.
1.4 What will the New Home be like?
1.4.1 The type of New Home you are offered will depend on the size of your Current Home
and your housing needs
1.4.2 You will be offered a New Home appropriate to your housing needs
1.4.3 If your Current Home is larger than your housing needs you will be offered a New Home
with one room more than is required to meet your housing needs, although you may choose to
take a smaller home
1.4.4 Your New Home will be designed and constructed to meet or exceed the standards for
room sizes and energy efficiency set out in the standards published by the Greater London
Authority.
1.4.5 You will be offered a choice of a range of colours that you would like the interior of the
New Home to be painted, subject to you confirming your choice within no less than 4
weeks of being notified to do so. If you do not confirm your choice within the requisite
timescale your New Home will be painted in a neutral colour of the Council's choice.
1.4.6 Unless
(a) the New Home has a separate kitchen, living room and dining room; or
(b) the New Home has only one bedroom and the Council and the
Developer have agreed under the agreement relating to the Scheme (as
may be varied from time to time) that it is not possible to build a separate
lounge and kitchen/diner or a separate kitchen and lounge/diner
the Council will offer you the choice of whether you would like the New Home to have a
kitchen/diner or a lounge/diner and subject to you confirming your preference within at least 4
weeks of being notified to do so, the Council will arrange for the New Home to be configured in
accordance with your preference;
1.4.7 The Council will offer to provide the following in your New Home:-
(a) Blinds or curtains;
(b) Carpets or other floor covering (including underlay or soundproofing);
(c) Oven/hob;
(d) Fridge/Freezer;
(e) Dishwasher;
(f) Washing Machine/Tumble Dryer
(together the "New Home Package")
You will be able to chose any or all the elements of the New Home Package from a list
provided by the Council and subject to you confirming your preferences for the New Home
Package within no less than 4 weeks of being notified to do so, the Council will arrange for
the New Home to be fitted out with your preferred New Home Package.
9482514.02
1.4.8 If you do not confirm your choice within the requisite timescales set out in Clause 1.4.6
and/or Clause 1.4.7 the Council will choose on your behalf and you will lose the right to make
any such choice.
1.4.9 There i s no cash al ternative to the New Home Package or any part of it. The i tems
provided from the New Home Package will become your personal property and not part of your
New Tenancy. You will be given warranty contracts for the New Home Package (if any). The
Council will not have any responsibility to maintain them.
1.5 Adaptations
1.5.1 The Council wi l l prepare an Adaptations Policy. You may be enti tl ed to requi re
Adaptations to the New Home in accordance with such policy (as such policy may be modified
from time to time).
1.5.2 As part of such policy, if you require a home with special adaptaticns, the Council will
ensure that an assessment of your requirements is undertaken by an occupational
therapist.
1.5.3 The Council will ensure that the necessary Adaptations identified by the occupational
therapist and available in accordance with the Adaptations Policy are installed at the New
Home. The Council will ensure that the Integral Adaptations are installed before the
Rehousing Date.
1.5.4 The Council wi l l ensure that the Non-Integral Adaptations are i nstal l ed by the
Rehousing Date but in the event the Non-Integral Adaptations are not installed this will not
prevent the Rehousing Date occurring and the Council will ensure that the Non-Integral
Adaptations are installed as soon as possible after the Rehousing Date.
1.6 How will I know when I need to move out and where I will be going?
1.6.1 The Council will give you an update at least every 6 months regarding the current position
as to:
(a) which phase of the Scheme your Current Home falls into;
(b) the part of the Scheme in which your New Home will be located;
these updates may be given by way of news sheets distributed on the Estates or in your
Building, by maintaining a website set up to provide information relating to the Scheme or, by
personal letter to you (subject to Clause 1.6.2).
1.6.2 For the avoidance of doubt, any of the updates provided by the Council (particularly in
relation to timescales) are for information purposes only and may be subject to change, but it is
anticipated that firm dates and other information will be available 6 months before the
Rehousing Date.
1.6.3 The Council will give you an update on:
(a) what month and year the Developer estimates that the New Home will become
Habitable;
(b) what month and year your Rehousing Date is likely to occur
by way of news sheets distributed on the Estates or in your Building, by maintaining a website
set up to provide information relating to the Scheme or particularly in the later stages by
personal letter to you and the Council shall seek to provide this update at least 6 months
before the Rehousing Date.
1.6.4 Your allocated Housing Adviser will be able to provide you with the best available current
information if you speak to them.
9482514,02
1.6.5 The Council will give you reasonable prior written notice of the Rehousing Date (which
will normally be no less than 2 months). At the same time the Council will (unless it has already
done so) serve you with a Statutory Notice.
1.6.6 The Rehousing Date will be the date on which the Council anticipates that your New
Home and the Building which contains it will be Habitable.
1.6.7 The Council may amend the Rehousing Date by serving no less than four weeks notice
on you.
1.6.8 As your Rehousing Date approaches your Housing Adviser will discuss arrangements
and the level of compensation.
The Council will continue to liaise with the Steering Group.
What will the terms of the new tenancy agreement be?
The terms of the New Tenancy Agreement will be the Council's standard terms for a secure
tenancy agreement from time to time. Your Housing Adviser will be able to give you a copy if
you ask.
1.7.2 The New Tenancy Agreement will be granted subject to any matters which are set out in
the New Tenancy Agreement.
1.7.3 The i ni ti al rent payabl e under the New Tenancy Agreement wi l l be cal cul ated by
reference to the Council's policy for calculating rent for its secure tenancies which are not
Flexible Tenancies in accordance with Legislation.
1.7.4 If the Current Tenancy is a secure tenancy (within the meaning of Part IV of the Housing
Act 1985) then the New Tenancy Agreement will be a secure tenancy, not an introductory
tenancy (within the meaning of section 115A of the Housing Act 1985) or a Flexible
Tenancy.
1.7.5 If the Current Tenancy is an introductory tenancy (within the meaning of section 115A of
the Housing Act 1985) then the New Tenancy Agreement may also be an introductory tenancy
or a Flexible Tenancy.
1.7.6 For the purposes of your existing statutory rights in relation to the Current Tenancy, the
New Tenancy Agreement will be deemed to be a continuation of the Current Tenancy, insofar
as the Council has the power to do so.
1.7.7 It will be a term of the New Tenancy Agreement that you will be required to pay rent on
your New Home from the Rehousing Date.
1.7.8 Any rights and remedies that may have arisen in respect of the Current Tenancy and/or
the Current Home on or before the Rehousing Date will be deemed to continue under
the New Tenancy Agreement and entry into this contract and/or the New Tenancy
Agreement will not be a waiver of any breach or breaches of the Current Tenancy by
either party.
1.8 What happens when I move?
1.8.1 On the Rehousing Date you will be required to:
(a) hand over your signed Surrender of your Current Tenancy;
(b) hand over your signed New Tenancy Agreement;
(c) hand over the keys to the Current Home to the Housing Adviser; and
(d) provide vacant possession of the Current Home.
9482514.02
1.8.2 Once you have complied with the provisions of Clause 1.8.1 you will be given the keys to
your New Home.
1.8.3 Your Housing Adviser will work with you to assist with a smooth transfer of any housing
benefit or other benefits to your New Tenancy. Any discussions between you and your
Housing Adviser will be treated as confidential.
1.8.4 You will be required to pay rent on your Current Home until the Rehousing Date.
1.8.5 In relation to Arrears and overpayments:
(a) any overpayment of rent under the Current Tenancy will be credited to the
New Tenancy;
(b) any Arrears will remain your liability and will become payable as arrears
under the New Tenancy Agreement provided that any payments paid pursuant
to Clause 1.8.3 will not pass to the New Tenancy.
1.9 What compensation will you receive?
1.9.1 The Council will pay you the compensation and/or benefits (if any) to which you are
entitled as set out in Clause 2.
1.9.2 The payments will not be made unless you have complied with the provisions of Clause
1.8.1.
1.9.3 The Council may in the lead up to the Rehousing Date (upon agreement with you) decide
to set off any Arrears against the payments due to you as compensation set out in Clause
2.
1.10 What are the Council's commitments during demolition and construction?
Considerate Constructors' Scheme
1.10.1 The Council will use reasonable endeavours to ensure the contractors undertaking
material works in relation to the Scheme are registered with the "Considerate Constructors
Scheme" or such other similar or replacement scheme.
1.10.2 The Council will establish a policy to compensate those resident(s) (if any) of a Current
Home or a New Home who have been severely affected by nuisance or inconvenience as a
consequence of a contractor failing to conform to the "Considerate Constructors Scheme" or
such other similar or replacement scheme during its undertaking of material works.
Maintenance, Security and Lettings
1.10.3 The Council will prepare and issue, in liaison with the Steering Group and residents of
the Estates, a policy or policies for:-
(a) establishing its commitment to undertaking repairs and maintenance of those
part or parts of each estate within and affected by the Scheme and for which the
Council has a statutory or contractual obligation to maintain to a certain standard
of repair (and you acknowledge that such policy or policies must be subject to the
Council's obligation not to waste public funds); and
(b) the re-letting and security of those part or parts of the estate within and
affected by the Scheme and owned by the Council which became vacant
substantially before such estate(s) are subject to decant.
1.11 How does this affect your statutory rights in relation to the Current Home?
1.11.1 Your Current Tenancy will continue until:-
9482514.02
(a) You surrender it to the Council;
(b) The Council terminates it by the service of a Statutory Notice and the
enforcement of an appropriate warrant;
(c) The Council terminates the Current Tenancy for another reason it is
permitted to terminate pursuant to Legislation.
1.11.2 This contract does not affect your right to Suitable Alternative Accommodation if you do
not wish to take up the offer of a New Home.
1.11.3 Neither:-
(a) your statutory Right to Buy the Current Home pursuant to Part V of the
Housing Act 1985 (if any); nor
(b) the Council's rights in relation to the statutory Right to Buy pursuant to Part V
of the Housing Act 1985 (if any) including, but not limited to, any rights to suspend
such Right to Buy (and if the Council suspends Right to Buy:-
(i) your right to a future discount will continue to accrue; and
(ii) your right to buy will be restored on the grant of your New
Tenancy);
are affected by this contract.
1.11.4 Subject to Clause 1.11.5, statutory rights of succession in relation to the Current Tenancy
pursuant to Part IV of the Housing Act 1985 (if any) are not affected by this contract.
1.11.5 If the Current Tenancy vests in a person qualified to succeed you (the "Successor")
pursuant to section 89 or 90 of the Housing Act 1985 then, insofar as Legislation allows you
should contact the Housing Adviser as soon as possible. The Successor will be entitled to the
benefit of this contract.
1.11.6 If you prefer to rely upon your statutory rights you may do so. However if you do so you
will not receive any of the enhanced benefits set out in this contract.
1.12 Compulsory Purchase Orders
1.12.1 The Council will need to be certain that it can hand over vacant buildings for demolition to
the Developer in line with an agreed programme. As the Council is promising to rehouse all
tenants in the Scheme it is probable that large numbers of moves will be required in a short
period of time. The Council must protect itself in case any individual tenants do not cooperate
with the rehousing timetable.
1.12.2 The Council can only require tenants to give up their homes by having served the
Statutory Notices and then by enforcing by means of an appropriate warrant. This takes
time and the Council is likely to wish to start that procedure well before your Rehousing
Date is known. It is likely that the Council will make a compulsory purchase order against
all tenants in each building whether or not they have signed this contract in the form of
this contract. This may include you.
1.12.3 The Council therefore agrees:-
(a) The fact that there is a compulsory purchase order in respect of your Current
Home will not disentitle you to the benefits of this contract provided that you move
to your New Home and surrender your Current Tenancy with vacant possession
on the Rehousing Date.
(b) The Council will not enforce any compulsory purchase order to require
you to give up your Current Home before the Rehousing Date
(c) You will not be liable for any court or other costs arising from the making of a
compulsory purchase order in relation to your Current Home provided that
9482514.02
you move to your New Home and surrender your Current Tenancy with vacant
possession on the Rehousing Date
1.12.4 Nothing in this contract will prevent or restrict the Council's power to enforce a compulsory
purchase order against you if you have not surrendered your Current Tenancy and given
the Council vacant possession of your Current Home by the Rehousing Date.
1.13 Independent Adviser
1.13.1 Before the date of this contract, the Council has paid for you to have the opportunity for
independent advice from a specialist Independent Adviser in relation to your rights under this
contract and the impact this contract may have on your statutory rights.
1.13.2 The Independent Adviser is part of a panel that has been set up by the Council offering
you independent advice pursuant to its panel appointment in connection with this contract.
Such independent advice will be paid for by the Council. Your discussions with the
Independent Adviser will be confidential and not disclosed to the Council.
1.13.3 You must have taken independent advice (whether from the Independent Adviser or
otherwise) and confirm that you have done so by signing the independent adviser's certificate
at Appendix 2.
1.14 Developer
1.14.1 The Council may appoint a third party to carry out any of its obligations under this contract
and this third party may be the Developer but this shall not affect the Council's liability under
this contract.
COMPENSATION
This section sets out how your compensation
(if any) is calculated and when it becomes payable.
2. COMPENSATION
2.1 Home Loss Payment
2.1.1 You will be entitled to a Home Loss Payment if at the Rehousing Date you have been in
occupation of the Current Home for more than one year.
2.1.2 The "Home Loss Payment" means 4,700 or such other amount as may be prescribed by
section 30(2) of the Land Compensation Act 1973 as at the Rehousing Date.
2.1.3 The Council will pay you the Home Loss Payment (less any Arrears) on the date which is
ten Working Days after the Rehousing Date.
2.1.4 If you do not qualify for a Home Loss Payment under Clause 2.1.1 then the Council may
pay you a sum in lieu of the Home Loss Payment (in the Council's absolute discretion). if this
affects you please discuss it with your Housing Adviser
2.2 Disturbance Payment and Qualifying Evidence
2.2.1 You will be entitled to a Disturbance Payment if you are occupying the Current Home at
the Rehousing Date.
9482514.02
2.2.2 The Council will employ a removal contractor to provide a removal service for tenants. If
you choose to accept that service the cost will be paid by the Council. If that service is available
and you do not choose to use it, you will need to justify the costs you incur from an alternative
service.
2.2.3 The Council will publish a scale of flat rate of Disturbance Payments. If you accept the
flat rate Disturbance Payment offered by the Council in full settlement of your claims you will not
need to prove your actual costs.
2.2.4 If you do not wish to accept the flat rate Disturbance Payment then you will be required
to account (within 20 Working Days of the Rehousing Date) for all your costs and you will need to
provide:-.
(a) a statement indicating the total costs, together with a breakdown showing
each individual cost item you are claiming as a part of the Disturbance
Payment;
(b) evidence that you have incurred such Disturbance Payment, by way of copy
invoices and demands (including VAT receipts) that relate to the amounts claimed
and to the Current Home
and the Council will assess such claim for a Disturbance Payment in accordance with
statutory provisions and any policy that it has prepared and issued and pay it to you (less
any Arrears) within 20 Working Days of receipt of the statement. The Council will not be
required to reimburse any claims received after 20 Working Days of the Rehousing Date.
2.2.5 The Council will not accept any claim in respect of equivalent items to those specified in
the New Home Package in your Current Home.
2.3 Long Term Tenant Compensation
2. 3. 1 Dur i ng t he Scheme, t he Counci l wi l l pr epare and i ssue a Long Ter m Tenant
Compensation Policy. If you have lived in the Current Home as your sole or principal
residence for more than 20 years at the Rehousing Date, then you may be entitled to further
compensation in accordance with such policy (as such policy may be modified from time to
time).
2.4 Compensation for home improvements, parking and gardens
2.4.1 The Council will prepare a Home Improvements Compensation Policy and liaise on it with
the Steering Group and residents of the Estates. You may be entitled to further
compensation payable in accordance with such policy (as such policy may be modified
from time to time).
2.4.2 If:
(a) within the boundaries of the Current Home there is a garden for the exclusive use
of you and/or an off-street car parking space for the exclusive use of you as at the
Rehousing Date; and
(b) the New Home does not include an exclusive right for you to use either a car
parking space and/or a garden;
then you will be entitled to reasonable compensation. The Council will prepare a Car Parking &
Garden Compensation Policy and you may be entitled to further compensation
in accordance with such policy (as such policy may be modified from time to time)
TENANT OBLIGATIONS
This section sets out what you are required to do to qualify for the enhanced benefits.
9482514.02
3. TENANTS OBLIGATIONS
3.1 What happens at the Rehousing Date
3.1.1 To take advantage of the compensation set out in Clause 2, you will be required to:-
(a) surrender the Current Home on the Rehousing Date by:
entering into the Surrender;
(ii) handing over the keys to your Current Home; and
(iii) giving the Council vacant possession of your Current Home;
and
(b) enter into the New Tenancy Agreement for the New Home on the
Rehousing Date.
3.1.2 In the event you do not comply with your obligations in Clause 3.1.1 then you will lose the
entitlement to enhanced compensation and the right to a New Home with the New Home
Package. This does not affect your right to Suitable Alternative Accommodation.
3.2 Vacant Possession
3.2.1 On or before the Rehousing Date you and any other Occupiers must vacate your
Current Home and clear all your belongings from it. If you think there may be any
problems in achieving that (if for example there is someone living with you who will not
move) you must discuss this with your Housing Adviser as soon as you become aware
of the problem.
3.2.2 You must clear all your possessions from your Current Home on or before the
Rehousing Date. If there are items which you do not need (perhaps because you are
receiving the New Home Package in your New Home) and which you wish to sell you
must ensure that these are taken away on or before the Rehousing Date. The Surrender
you will be required to sign will give the Council ownership of any items left in your
Current Home.
3.2.3 If you do not give the Council vacant possession of your Current Home on the
Rehousing Date;
(a) you forfeit your right to a New Home with the New Home Package and the
enhanced compensation under this contract; and
(b) you will only be entitled to statutory compensation and Suitable Alternative
Accommodation in accordance with Legislation and the Council's policies at the
time.
3.3 Other Occupiers of the Current Home
3.3.1 In consideration of you entering into this contract and of the commitments of the Council
set out in this contract, any other Occupiers:-
(a) agree to the Surrender of the Current Home on the terms of this contract;
(b) agree that the Occupiers will not register rights in relation to the Current
Home, whether under the Family Law Act 1996 or otherwise, and that the
Occupiers will ensure before the surrender of the Current Home the removal
9482514 02
or cancellation of any registration that the Occupiers (or someone on their behalf)
may have made;
(c) covenant to release any beneficial interest which the Occupiers may have in
the Current Home, such release to be effective from the Rehousing Date;
and
(d) covenant that the Occupiers will vacate the Current Home on or before the
Rehousing Date.
3.4 Co-operation with your housing needs assessments
3.4.1 You will co-operate with any assessment(s) of your housing needs that the Council
undertakes and-will respond to any enquiries the Council may raise in connection with any such
assessment as soon as reasonably practicable.
3.5 Restrictions
3.5.1 From the date of this contract to the date of the Surrender you will:-
(a) comply with the terms of your Current Tenancy; and
(b) (save as required by Legislation or court order) not do or allow to be done anything
which would prevent or impede your ability to surrender the Current Home with
vacant possession on the Rehousing Date.
3.6 Access & Certification
3.6.1 The Council and the Developer will require a right of entry to the New Home after the
Rehousing Date for the Developer its agents and workmen for the purpose of completing
such Snagging Items as are required to comply with the terms of the Scheme contract
and/or this contract and/or in compliance with the conditions imposed (if any) by the grant
of any planning permission or consent Provided That such entry and works are carried out
at reasonable times and on reasonable prior written notice and with all reasonable
expediency.
CIRCUMSTANCES WHERE YOU WILL LOSE THE BENEFIT OF THIS CONTRACT
This section sets out when and how this contract might come to an end or
when and how you may lose your right to the New Home.
4. TERMINATION
4.1 Automatic Termination
Your rights under this contract will automatically determine if:-
4.1.1 the Current Tenancy has been terminated by surrender or by the court making an order
for possession; and/or
4.1.2 you lose your right of possession of or the right to occupy the Current Home (whether
pursuant to the Housing Act 1985 or otherwise); and/or
4.1.3 you complete an acquisition of the Current Home pursuant to your Right to Buy under
Part V of the Housing Act 1985; and/or
9482514.02
4.1.4 the Council gives you written notice that it has abandoned the Scheme or that part of the
Scheme that would involve the demolition of your Current Home.
4.2 Other circumstances where you may forfeit a right to a New Home
If (whether before the date of or during this contract) one or more of the following occurs:-
4.2.1 the secure tenancy becomes a demoted tenancy pursuant to a demotion order made
pursuant to s. 82A of the Housing Act 1985;
4.2.2 an anti-social behaviour order is made pursuant to s. 1 of the Crime and Disorder Act 1998
in respect of you and/or any other person(s) that reside at the Current Home from time to
time or any similar order under Legislation that comes into effect after the date of this
contract;
4.2.3 you and/or any other person(s) that reside at the Current Home from time to time enter
into an "Acceptable Behaviour Contract" or an "Acceptable Behaviour Agreement" as a
consequence of your or that person's anti-social behaviour;
4.2.4 either:
(a) a notice of seeking possession has been served pursuant to s. 83 of the Housing
Act 1985 and such notice has not ceased to be in force; or
(b) an order of the court for possession of the Current Home had been made
save where you have complied with any notice contract or order for remedying the breach
which gave rise to such action;
4.2.5 you occupy the Current Home by virtue of being an unauthorised assignee or undertenant
of the Current Tenancy;
4.2.6 you have not resided at the Current Home for more than a year prior to the Rehousing
Date (save where you have been required to move away temporarily by virtue of reasons of
work, health, national service or family needs);
4.2.7 the Current Tenancy ceases to be a secure tenancy pursuant to Part V of the Housing Act
1985;
4.2.8 the Council is entitled to take and does take such action pursuant to the Housing Act 1985
which has the effect of suspending or bringing to an end your secure tenancy;
then the Council may (acting in its absolute discretion) terminate your right to a New Tenancy
in the New Home BUT this does not affect any statutory right you may have to statutory
compensation and Suitable Alternative Accommodation.
4.3 If a judgment or decision is issued under Section 34A of the Housing Act 1985 requiring
the future transfer of the land and buildings that are within the Scheme (or any part of
them) to a housing association is made and not challenged in the courts, or if challenged
is upheld by the courts (and is not capable of any further appeal or if capable of further
appeal the deadline for filing the appeal has passed without any appeal having been
issued), such that the Council cannot proceed with such part of the Scheme as includes
the Current Home and the Building of which it forms part, the Council shall forthwith
serve written notice on you terminating this contract and upon service of this notice this
contract shall be at an end.
GLOSSARY
This section sets out all the defined terms used in this contract.
"Adaptations" means:
(a) those adaptations which are integral to the
design and construction of the structure of a
New Home (or the building of which it forms
part) including (but not limited to) the
installation of access ramps, incorporating
wider door frames for wheelchair access
("Integral Adaptations") and
(b) those adaptations which are not Integral
Adaptations including (but not limited to) the
installation of any grab rail, stair rail, stair lift,
bath or bed hoist or lift ("Non-Integral
Adaptations")
and in either case are to be made to meet the needs of a
prospective occupier of such property, as assessed by an
occupational therapist in accordance with the Council's
Adaptations Policy (if any).
means the policy setting out criteria by which adaptations to the
New Home will be available and the criteria by which they will
be assessed.
means any rent, service charge, insurance charges and/or other
sums due and payable from you to the Council under the
Current Tenancy and unpaid as at the Rehousing Date.
means the building or buildings in which the Current Home is or
the New Home will be situated as the context requires.
means The Mayor and Burgesses of London Borough of
Hammersmith and Fulham or its successors in title and
assigns, including but not limited to any statutory successor
or transferee of the Council's functions and duties.
means EC Properties LP (or, where appropriate, for the
purposes of the construction of the New Home, such other
relevant entity under or pursuant to the agreement between the
Developer and the Council from time to time).
means the total of the expenses that you reasonably and
properly incur in connection with the surrender of the
Current Home and your relocation to the New Home such
expenses will include (but not be limited to) removal
expenses, professional fees arising directly from your move,
redirection of mail, disconnections and reconnections.
means the Gibbs Green Estate and the West Kensington
Estate or any part of them and any other dwelling owned by
the Council and occupied by a secure tenant and included
in the Scheme.
9482514.02
"Adaptations Policy"
"Arrears"
"Building"
"Counci l "
"Developer "
"Disturbance Payment"
"Estates"
"Flexible Tenancy" means the form of tenancy introduced by the Localism Act
2011 as defined in that Act.
"Habitable" means:
(a) the New Home meets all aspects of the New
Home Specification and Integral
Adaptations are installed, save for any Snagging
Items;
(b) the New Home and/or the Building are
connected to foul and surface water drains
water and electrical supplies;
(c) the communal parts (if any) (as allocated by
and defined in the New Tenancy Agreement)
are complete to the extent reasonably
required for beneficial use and occupation of
the New Home provided that for the
avoidance of doubt:
(i) soft landscaping need not be
practically complete if it is scheduled to
be carried out in the next planting
season; and
final surfaces of all roads and
footpaths to be adopted need not be
practically complete;
(d) there are adequate means of pedestrian
access to and egress from the New Home to
an adopted highway (whether temporary or
permanent);
(e) where a dedicated car parking space is to be
provided with the New Home or the right to
use or share a parking area or space or
spaces is to be granted by the New
Tenancy Agreement, there are adequate
and lawful means of vehicular access to and
egress from such car parking space to an
adopted highway.
"Housing Adviser" means a named officer or agent of the Council allocated to
you to act as the point of contact between you and the
Council for all purposes of this contract and to carry out
the functions allocated to a Housing Adviser under this
contract.
"Independent Adviser" means a suitably qualified person, not being employees or
agents of the Council to whom you may apply for
independent and confidential advice on the legal issues
arising from this contract.
"Intermediate Affordable means housing within the Scheme or at the Council's
Housing" discretion elsewhere which is provided on terms that the
buyer buys a share of the value of the dwelling proportionate to
the price paid when compared with the market value.
9482514.02
"New Home" means the self-contained resi dential dwelli ng wi thin the
Scheme identified by the Council as being suitable
accommodation for you after carrying out a assessment of your
housing needs.
"New Home Package" has the meaning set out in Clause 1.4.7.
"New Home Specification" means the minimum specification for the New Home:
(a) GLA space standards (as at [date of
agreement in relation to Scheme]);
(b) HQ! score of upper mid quartile (being at
least 11 out of 20 or equivalent);
(c) At least Silver Standard Building for Life;
(d) 100% Lifetime Homes;
(e) Code for Sustainable Homes 4;
(f) Secured by Design certification
save that the Council shall have the right to (or permit the
Developer to) (i) make reasonable modifications as are
necessary to comply with the mandatory requirements of any
competent authority (ii) agree such variation, replacement or
substitution of the relevant standard provided that any varied,
replacement or substituted standard shall be recognised as
an equivalent (and no lesser) industry standard for
accommodation of the nature and type of the New Home.
"New Tenancy Agreement"
"Notice of Entry"
"Notice to Treat"
"Occupiers"
"Rehousing Area"
means the tenancy agreement of the New Home which will be
on the Council's standard terms for a secure tenancy
agreement from time to time.
means a notice of entry as defined in the Compulsory Purchase
Act 1965
means a notice to treat as defined under the Compulsory
Purchase Act 1965
means any persons occupying the Current Home with you who
are not tenants under the Current Tenancy.
means any part of the Earls Court and West Kensington
Opportunity Area as defined in and which is the subject of the
Earls Court and West Kensington Opportunity Area Joint
Supplementary Planning Document adopted by the Council on
19 March 2012 which is within the administrative area of the
Council.
"Rehousing Date" means the date which you are notified by the Council is the
Rehousing Date. If the date specifi ed by the Council i s
"Legislation" means any statute or any order, instrument or regulation
made under it, or any notice or order issued by a government
department, the legislative making institutions of the
European Union, a United Kingdom Government minister or a
local public regulatory or other authority
9482514.02
changed then Rehousing Date means the latest date you have
been given.
means the redevelopment of Earls Court including but not
limited to the Building in which your Current Home is situate
and also including the Seagrave Road Site.
means land at Seagrave Road in respect of which the
Council intends to provide housing to provide new homes to
replace part of the Estates.
means minor defects or outstanding works that in the
Council's reasonable opinion can be dealt with after you
have moved into your New Home
"Statutory Notices" means the Notice to Treat and Notice of Entry.
means the residents steering group established by the
Council and which the Council consults with in relation to
the Scheme
means residential accommodation suitable to your housing
needs which the Council offers to you under a statutory
obligation in accordance with its policies following the
enforcement of on order for possession of your Current Home
in circumstances where you do not qualify for a New Home or
have elected not to take a New Home and you do not have
access to another suitable home.
means the deed by which the Current Home will be
surrendered and which will be in the form (or substantially in
the form) of the draft Surrender annexed to this contract at
Appendix 1
means the tenant(s) of the Current Home and where the
context so requires the members of that or those persons
household occupying the Current Home as their principal
residence and who intend to move to the New Home and
shall include shall include (subject to the terms hereof)
successors in title, assigns, executors, attorneys and
personal representatives.
means a home of the appropriate type and sufficient size for
you and your household normally living with you lawfully in
your Current Home with any special Adaptations required for
your household assessed in accordance with the Council's
standards from time to time.
MISCELLANEOUS
5. SERVICE AND DELIVERY OF NOTICES AND OTHER DOCUMENTS
9482514.02
"Scheme"
"Seagrave Road Site"
"Snagging Items"
"Steering Group"
"Suitable Alternative
Accommodation"
"Surrender"
"you", "your"
"your housing needs"
5.1 A notice required or authorised by this contract must be in writing and should be addressed
to:-
5.1.1 in the case of you to: the Current Home and marked for the attention of you
5.1.2 in the case of the Council to: Town Hall, King Street, London W6 9JU and marked for the
attention of: [ or such other address or details as the Council may notify the
parties of from time to time
5.2 Unless there is either: (a) proof that a notice or document has not been received, or (b) of
when it was received, then unless the actual time of receipt is proved, a notice or document
sent by the following means is treated as having been received as follows:-
5.2.1 by first class post: before 4.00 pm on the second working day after posting unless returned
undelivered (and "first class post" means a postal service which seeks to deliver posted items
no later than the next working day in all or the majority of cases and includes special and
recorded delivery);
5.2.2 by second-cl ass post: before 4.00 pm on the thi rd working day after posting unl ess
returned undelivered;
5.3 In addition any notice addressed to a party by name shall not be rendered invalid by
reason of the party having died, or changed name, whether or not the party serving notice is
aware of the fact.
6. NON MERGER & ENTIRE CONTRACT
6.1 So far as they remain to be performed or observed the provisions of this contract shall
continue in full force and effect notwithstanding the grant of the New Tenancy.
6.2 This contract contains the entire contract between the parties and may only be varied or
amended by a document signed by or on behalf of all of the parties.
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
7.1 Unless otherwise stated in this contract, a person who is not a party to this contract (save
for the Developer) has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce
or have the benefit of any term of this contract but this does not affect any right or remedy of a
third party which exists or is available apart from that Act.
8. COUNTERPARTS
This contract may be executed in any number of counterparts, all of which when taken together
shall constitute one and the same instrument.
9482514.02
9. GOVERNING LAW AND JURISDICTION
9.1 This contract and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with the laws of England and Wales.
9.2 The parties hereby submit to the exclusive jurisdiction of the High Court of England and
Wales in relation to any dispute or claim arising out of or in connection with this contract or in
relation to its existence or validity (including non-contractual disputes or claims).
10. INTERPRETATION
10.1 In and for the purpose of this contract:-
10.1.1 any reference to any statute or order or to any provision of any statute or order is construed
as including reference to any statutory modification or re-enactment of such statute, order or
provision and to any relevant regulations or statutory instruments made under or in connection
with any such statute, order or provision and from time to time in force;
10.1.2 if at any time any one of the parties hereto shall consist of more than one person any
obligations which they have under this contract or which they undertake shall be enforceable
against them all jointly or against each individually;
10.1.3 references to a "Working Day" means any day from Monday to Friday (inclusive) which is
not Christmas Day, Good Friday, a statutory bank holiday or any day when banks throughout
England and Wales are closed for business;
10.1.4 references to a "person" include any individual, firm, unincorporated association or body
corporate, words importing the singular number include the plural number and vice versa and
words importing one gender include all genders;
10.1.5 references to a "week" or a "month" are references to a calendar week and a calendar
month in England respectively;
10.1.6 the words "include(s)" and "including" are to be construed without limitation;
10.1.7 references to Clauses or Appendices unless otherwise specified mean the Clauses of or
the Appendices to this contract and headings to Clauses and Appendices are disregarded in
interpreting this contract; and
10.1.8 if any provision is held to be illegal, invalid or unenforceable, the legality, validity and
enforceability of the remainder of this contract is to be unaffected.
10.2 Nothing contained or implied in this contract shall prejudice or affect the rights powers
duties and obligations of the Council in the exercise of its functions as a local planning
highway or building regulations authority or as a local authority under any statutory provisions
and the rights powers duties and obligations of the Council under all public or private and
private statutes bye-laws orders and regulations may be as fully and effectively exercised in
relation to the Scheme.
10.3 No approval consent direction or authority given by the Council as local planning or other
authority shall be deemed to be an approval consent direction or authority under this contract
or vice versa.
SIGNED by or on behalf of the parties on the date which first appears in this contract.
SIGNED by [
9482514.02
Tenant
SIGNED by [
Tenant
APPENDIX 1
DRAFT SURRENDER TO BE COMPLETED ON THE REHOUSING DATE
THIS DEED is dated ________________________ 201[*] ("Today")
BETWEEN
(1) You
(2) TheCouncil
BACKGROUND:-
(A) This deed is supplemental to your Current Tenancy and the contract made between you and
the Council on [ ]. (The Secure Tenant Contract).
(B) The Council is entitled to the immediate reversion of the Current Home comprised in the
Current Tenancy.
(C) The Current Tenancy is vested in you.
(D) The Council has granted you the New Tenancy commencing on the Rehousing Date.
(E) Today is the Rehousing Date.
AGREED TERMS:-
1. Interpretation
1.1. The definitions and rules of interpretation set out in the Secure Tenant Contract apply in
this deed.
2. Surrender
2.1. In consideration of:
)
)
)
9482514.02
2.1.1. the benefits granted to you by the Secure Tenant Contract
2.1.2. the grant of the New Tenancy;
2.1.3. the release by the Council pursuant to Clause 3;
you surrender and yield up to the Council, the Current Tenancy and the Council accepts the
surrender.
3. Release of the Tenant
3.1. Subject to the following terms of this Clause the Council releases you from all obligations
under the Current Tenancy from Today.
3.2. You shall remain liable for all Arrears for any period up to and including Today.
3.3. You shall keep the Current Home in good repair up to and including Today.
4. Release of the Landlord
4.1. You release the Council from all the landlord covenants of the Current Tenancy and from
all liability for any subsisting breach of any of them.
4.2. You acknowledge that the New Tenancy is accepted in full settlement of your entitlement to
Suitable Alternative Accommodation arising from the Council taking possession of your Current
Home to enable it to demolish the Building to facilitate the Scheme.
5. Payments and Right to set off Arrears
5.1. [Today, you wi l l pay the Council the sum of [FIGURE] bei ng Arrears due under the
Current Tenancy up to the Rehousing Date.]
or
5.2. [Today, the Council may set off the Arrears not paid by you by deducting those Arrears
from your compensation due under the Secure Tenant Contract.]
6. Possessions left in the Current Home
6.1. You acknowledge that you have been given the opportunity to remove all your possessions
from your Current Home.
6.2. You hereby transfer and surrender title to any possessions left in the Current Home to the
Council and acknowledge that the Council may treat any such possessions as abandoned and
dispose of them as the Council may chose without any further consultation with you or any
payment to you.
Third Party Rights
7.1. A person who is not a party to this deed will not have any rights under or in connection with
it.
8. Acknowledgment of Compensation Rights
8.1. For the avoidance of doubt as a result of this Surrender (and provided you hand vacant
possession of the Current Home and the keys of the Current Home to the Council Today) the
Council acknowledges that you are entitled (subject to Clause 5 above) to receive the
compensation provided for in the Secure Tenant Contract.
9482514 02
This contract has been executed as a deed and is delivered and takes effect on the date stated at the
beginning of it.
9482514.02
APPENDIX 2
INDEPENDENT ADVISER'S CERTIFICATE
[I/We certify that we have taken independent advice. We have had the terms and implications of this
document explained to us. We fully understand these.
Tenant
Tenant ]
We have explained the terms and implications of this document with the Tenant.
Independent Adviser
9482514.02
DATED 20111
(1) THE MAYOR AND BURGESSES OF THE
LONDON BOROUGH OF HAMMERSMITH AND
FULHAM
(2) [QUALIFYING OWNER]
(3) [THIRD PARTY OCCUPIER]
STANDARD PURCHASE CONTRACT
FOR THE SALE AND PURCHASE OF THE
EXISTING HOME
AND THE SALE AND PURCHASE OF A
REPLACEMENT HOME
Ashfords
www.ashfords.co.uk
9502152.01
Memorandum of Telephone Exchange
Date:
Time:
Name and Firm of Solicitor exchanging for
Council:
Name and Firm of Solicitor exchanging for
Qualifying Owner:
Law Society Formula A, B or C
Deposit: NIL
Contractual Completion Date: To be determined pursuant to the Agreement
Variations to undertakings (if any):
9502152.01
1. INTERPRETATION............................................................................................................... 4
2. SALE AND PURCHASE OF THE EXISTING HOME......................................................... 23
3. GRANT OF THE NEW LEASE OF THE REPLACEMENT HOME..................................... 23
4. SCHEME FAILURE............................................................................................................. 23
5. THIRD PARTY OCCUPIER ................................................................................................ 24
6. DEPOSIT............................................................................................................................. 24
7. VALUE ADDED TAX........................................................................................................... 25
8. MAIN RESIDENCE.............................................................................................................. 25
9. SCHEDULES....................................................................................................................... 25
SCHEDULE 1 .................................................................................................................................. 26
SALE OF THE EXISTING HOME.................................................................................................... 26
SCHEDULE 2................................................................................................................................... 33
PURCHASE OF THE REPLACEMENT HOME .............................................................................. 33
SCHEDULE 3.................................................................................................................................. 42
CONSTRUCTION MATTERS......................................................................................................... 42
SCHEDULE 4.................................................................................................................................. 47
VALUATION COMPENSATION AND EQUITY.............................................................................. 47
VALUATION COMPENSATION AND EQUITY.............................................................................. 53
SCHEDULE 4.................................................................................................................................. 58
VALUATION COMPENSATION AND EQUITY.............................................................................. 58
SCHEDULE 4.................................................................................................................................. 64
9502152.01
VALUATION COMPENSATION AND EQUITY ....................................................................... 64
SCHEDULE 5..................................................................................................................... 69
EXISTING HOME - EARLY SALE WITHOUT REPLACEMENT HOME .................................... 69
SCHEDULE 6..................................................................................................................... 76
MISCELLANEOUS.................................................................................................................. 76
APPENDIX 1 ...................................................................................................................... 86
WORKED EXAMPLE - QUALIFYING OWNER'S EQUITY SHARE........................................... 86
APPENDIX 2 ...................................................................................................................... 88
TRANSFER.................................................................................................................... 88
APPENDIX 4 ...................................................................................................................... 89
FORM OF NOTICE TO SELL.................................................................................................. 89
APPENDIX 5........................................................................................................................... 91
FORM OF ACCEPTANCE NOTICE............................................................................................ 91
9502152.01
PARTICULARS
Date of Agreement:
Existing Home:
[Freehold/leasehold] property known as [
] and registered at the Land
Registry under Title Number [ ].
Existing Home Acquisition Price: [ i
Qualifying Owner: [ ] and
[ ]
of the Existing Home
Third Party Occupier: means all of the following:
[ ]
[ ]
[ ]
[ ]
all of the Existing Home
Council:
[The Mayor and Burgesses of the London Borough of
Hammersmith And Fulham] of [Town Hall, King
Street, London W6 9JU]
Council's Solicitors: [ ] (Ref: [ ]) (or such other
solicitor as the Council may notify the parties of from
time to time)
This is only relevant for those Owners that purchased their home before 1 February 2011. The
Council will require satisfactory evidence of the purchase price paid. If this cannot be provided or if
you purchased your home after 1 February 2011, this figure will be inserted as 0. Your solicitor will
be able to help you demonstrate the total paid, where relevant.
9502152.01
] (Ref: [ ]) (or such other
solicitor as the Qualifying Owner may notify the parties of
from time to time)
Proposed Term of the New Lease [150 years
2
] [995 years
3
]
THIS AGREEMENT is made on the date specified in the Particulars between the Council, the
Qualifying Owner and the Third Party Occupier (if any) specified in the Particulars.
IT IS AGREED AS FOLLOWS:
INTERPRETATION
1.1. The defini ti ons and rules of i nterpretati on set out in thi s clause apply i n this
Agreement:-
1973 Act means the Land Compensation Act 1973
1994 Act means the Law of Property (Miscellaneous Provisions) Act 1994
Actual Completion Date means the date on which Completion actually takes place
Acceptance Notice means the notice served under paragraph 8.3.1 of Schedule 2 in
the form (or substantially in the form) of the notice attached at
Appendix 5 or such form of notice as shall be served with the Home
Election Notice
Adaptations means:
(a) those adaptations which are integral to the design
and construction of the structure of a Replacement
Home (or the building of which it forms part)
including (but not limited to) the installation of
access ramps, incorporating wider door frames for
If leasehold
3
If freehold
4
Qualifying Owner's Solicitors:
9502152.01
wheelchair access ("Integral Adaptations") and
(b) those adaptations which are not Integral Adaptations
including (but not limited to) the installation of
any grab rail, stair rail, stair lift, bath or bed hoist
or lift ("Non-Integral Adaptations")
and in either case are to be made to meet the needs of a
prospective occupier of such property, as assessed by an
Occupational Therapist in accordance with the Council's
Adaptations Policy adaptations to the Replacement Home (if any)
in accordance with paragraph 3 to Schedule 3
means the policy setting out criteria by which adaptations to the
Replacement Home will be available and the criteria by which they
will be assessed to be prepared and published in accordance with
paragraph 3 to Schedule 3
means any rents, service charge, insurance charges and/or any
other sums due and payable from the Qualifying Owner to the
Council (whether payable before or after Completion) pursuant to
any lease of the Existing Home and unpaid as at Completion
means if the Qualifying Owner's Equity Share approved in
accordance with Part 4 to Schedule 4 exceeds 100% such sum
as shall represent the amount of the excess so that if 400,000 =
100% and the Qualifying Owner's Equity Share approved in
accordance with Part 2 to Schedule 4 is 120% the Balance shall
be 80,000
Building means the building or buildings in which the Replacement Home
is situated as defined in the New Lease
Call Valuation means a valuation of the Existing Home undertaken at the request
of the Qualifying Owner under paragraph 1 of Schedule 5
5
Adaptations Policy
Arrears
Balance
9502152.01
Commenced means that "material operations" as defined in section 56(4) of the
TCPA have begun
Compensation Code
means the statutory frameworks and case law for assessing the
compensation payable to landowners and others affected by
proposals for compulsory purchase of land comprised in the Land
Compensation Acts 1961, the Compulsory Purchase Act 1965, the
1973 Act and other Legislation that applies from time to time or such
other replacement statutory framework for assessment as may
become law during the currency of this Agreement
Compensation Package means the aggregate compensati on to be determi ned i n
accordance with Schedule 4
Completion Means
(a) completion of the sale and purchase of the Existing Home
pursuant to this Agreement ("Existing Home
Completion"); and/or
(b) completion of the grant of the New Lease of the
Replacement Home pursuant to this Agreement
("Replacement Home Completion")
Completion Notice means as def i ned wi thi n the def i ni ti on of "Contractual
Completion Date"
Compulsory Purchase means a legally enforceable order made pursuant to Legislation
Order which entitles the Council to acquire (amongst other things) the
Existing Home irrespective of the agreement of the Qualifying
Owner
Contractual Completion means as appropriate:-
Date
(a) where the Qualifying Owner is taking a Replacement
Home, the date specified:-
6
9502152.01
(aa) such date shall be: (1) at least 21 days
after the date of service of the Completion
Notice; (2) no earlier than the Estimated
Habitable Date (or such other date as may
be agreed between the parties) (3) no later
than the Long Stop Date
(bb) if on such date a Habitable Certificate has
not been issued the Contractual
Completion Date shall be the date that is
21 days after the date of service of the
Habitable Certificate on the Qualifying
Owner
(cc) if Replacement Home Completion has not
occurred on or before the Long Stop Date
(save where Replacement Home
Completion has not occurred because the
Qualifying Owner was not ready, willing
and able to do so on the Contractual
Completion Date) then the Completion
Notice shall be void (save where the
parties agree otherwise in writing)
(if paragraph (cc) above applies) in a Post Long
Stop Completion Notice provided that such date
specified shaii be not less than 21 days and no
more than 56 days after the date of service of the
Post Long Stop Completion Notice
7
(I) in a written notice (a "Completion Notice")
served by the Council on the Qualifying Owner
Provided That:
9502152.01
Provided Always that if a Withdrawal Notice is served after a
Completion Notice and/or a Post Long Stop Completion Notice
then the date fixed as the "Contractual Completion Date" by
such Completion Notice and/or a Post Long Stop Completion
Notice shall not be affected by the service of such Withdrawal
Notice
(b) where the Qualifying Owner is not taking a Replacement
Home, the earlier of:
0 the date specified (or deemed to be specified) by
the Qualifying Owner in the Notice to Sell (as
defined in Schedule 5); or
the date specified in a written notice ("Council
Notice") served by the Council on the Qualifying
Owner at any time after the Estimated Habitable
Date Provided That such date shall be at least 21
days after the date of service of the Council
Notice
(c) such other date as the Council and the Qualifying Owner
may agree in writing (in their absolute discretion)
Dedicated Website means the website to be set up by the Council in accordance with
paragraph 1 of Schedule 6
Decision Date
Developer
means the date by which the Qualifying Owner must respond to the
Home Election Notice (being at least 3 months after the date of
service of the Home Election Notice)
means the developer or other relevant entity under or pursuant to the
Scheme Agreement for the purposes of the construction of the
Replacement Home
8
9502152.01
means the disturbance payment policy the Council has prepared
and published in accordance with paragraph 2 of Part 3 to
Schedule 4 as updated from time to time;
means the reasonable and proper redemption penalties or fees which
the Qualifying Owner reasonably and properly incurs on the
redemption of one or more mortgage or charge secured against the
Existing Home as at Completion provided that
(a) such penalties and fees are incurred as a consequence
of the Existing Home being sold pursuant to this Agreement;
and
(b) such mortgage(s) was taken out prior July 2011 or if later
it was taken out to refinance a prior fixed term mortgage or
charge
calculated and payable in accordance with paragraph 1 of Part 3 of
Schedule 4;
Early Sale Valuation
Estimated Habitable Date
means as defined in paragraph 3.3 and 3.4 of Schedule 5
means the date as specified by the Council (whether contained
within the Home Election Notice or otherwise notified to the
Qualifying Owner) as represents the reasonable estimate as to
the date that the Habitable Certificate will be issued by the
Independent Certifier
9
Disturbance Payment means the payment for Disturbance Expenses assessed
calculated and payable in accordance with paragraph 2 of Part 3 to
Schedule 4;
Disturbance Payment
Policy
Early Redemption
Payment
9502152.01
Existing Home Mortgage
Repayment Sum
means the amount that the Qualifying Owner is required to pay to
repay all loans secured by all mortgages or charges on the
Existing Home and to secure the redemption and release of all
such mortgages and charges provided that the Early Redemption
Payment shall be excluded from this sum to the extent that it is
paid to the Qualifying Owner pursuant to paragraph 1 of Part 3 to
Schedule 4
Existing Home Purchase means the sum determined to be the "Existing Home Purchase
Price Price" in accordance with Schedule 4 of this Agreement
means the Valuation chosen or deemed to be chosen as the
Valuation for the Existing Home pursuant to paragraphs 4.1 and 4.2
of Part 1 of Schedule 4.
means written notice served by the Council on the Qualifying Owner
notifying them that the Scheme and/or Qualifying Owner's Phase is
not proceeding
has the meaning set out in paragraph 1.1 of Schedule 6
means:-
(a) the Replacement Home meets all aspects of the
Replacement Home Specification and Integral Adaptations,
save for any Snagging Items;
(b) the Replacement Home and the Building are connected
to foul and surface water drains water and electrical
supplies;
(c) the communal parts (if any) (as allocated by and defined
in the New Lease) are complete to the extent reasonably
required for beneficial use and occupation of the
Replacement Home provided that for the avoidance of
doubt:
1 0
Existing Home Valuation
Failure Notice
General Notification
Habitable
9502152.01
(i) soft landscaping need not be practically complete
if it is scheduled to be carried out in the next planting
season;
(ii) final surfaces of all roads and footpaths to be
adopted need not be practically complete
(d) there are adequate and lawful means of pedestrian
access to and egress from the Replacement Home to and
from an adopted highway (whether temporary or
permanent);
(e) where a dedicated car parking space is to be provided
with the Replacement Home, or the right to use or share a
parking area or space or spaces is to be granted by the New
Lease, there are adequate and lawful means of vehicular
access to and egress from such car parking space to an
adopted highway
Habitable Certificate means the certifi cate issued by the Independent Certifier
confirming that the Replacement Home is Habitable
Home Election Notice means the notice served pursuant to and in accordance with
paragraph 8.1 of Schedule 2
Home Improvements means compensati on for home i mprovements assessed
Compensation calculated and payable in accordance with paragraph 3 of Part 1
to Schedule 4;
Home Improvements means the compensation policy the Council has prepared and
Compensation Policy published in accordance with paragraph 3 of Part 1 to Schedule 4
as updated from time to time;
Home Loss Payment means ten per cent of the Existing Home Purchase Price provided
that the Home Loss Payment:-
1 1
9502152.01
(a) must be no less than 4,700 or such other amount as
may be prescribed by section 30(1) of the 1973 Act as at
the Contractual Completion Date (the "Minimum") and
where the Home Loss Payment would otherwise be less
than the Minimum then the Home Loss Payment shall be
deemed to be the Minimum; and
(b) must be no greater than 47,000 or such other amount as
may be prescribed by section 30(1) of the 1973 Act as at
the Contractual Completion Date (the "Maximum") and
where the Home Loss Payment would otherwise be more
than the Maximum then the Home Loss Payment shall be
deemed to be the Maximum
Independent Certifier means the relevant professional person company or firm
appointed by the Council and/or the Developer for the purposes of
issuing the Habitable Certificate
Insurance Risks
Legislation
means fire, lightning, explosion, riot, civil commotion, strikes,
labour and political disturbances, malicious damage, acts of
terrorism, storm, tempest, flood, bursting or overflowing of water
tanks and pipes, damage by aircraft and aerial devices and
articles dropped from them, impact, earthquake, accidental
damage (howsoever caused), subsidence, ground slip or heave
means any statute or any order, instrument or regulation made
under it, or any notice or order issued by a government
department, the legislative making institutions of the European
Union, a United Kingdom Government minister or a local public
regulatory or other authority
Lender means the party or parties with the benefit of each and every
charge over the Existing Home
1 2
9502152.01
Market Value
New Lease
means the market value comprising the estimated amount for
which the Existing Home or the Replacement Home (as
appropriate in the context) should exchange between a willing
buyer and a willing seller at the date of the valuation in an arm's-
length transaction after proper marketing wherein the parties had
each acted knowledgeably, prudently and without compulsion, on
the basis that it is assessed in accordance with Practice
Statement 3.2 of the sixth edition of the RICS Valuation Standards
but (in the case of the Existing Home only) subject to sections 14
16 of the Land Compensation Act 1961 (as substituted by
section 232 of the Localism Act 2011)
means the lease of the Replacement Home which shall (subject to
the terms of this Agreement) be granted to the Qualifying Owner
upon Completion and such lease shall be either:
(a) (where the New Lease is to contain Shared Ownership
Provisions) the HCA model shared ownership lease from
time to time with such variations as are required to comply
with the Council's then current policies or alternatively in
such form as complies with the Council's then current
policies; or
(b) (otherwise) as the Council shall reasonably determine
provided that the Council shall use reasonable endeavours to
ensure that such form of the New Lease shall be in
mortgageable form;
and enclosed with the Home Election Notice
No Scheme Market Value means the value determined pursuant to paragraph 1.1 of Part 1 of
Schedule 4
1 3
Long Stop Date means the date specified in the Home Election Notice as being
the date by which a Habitable Certificate must be issued and
which can be no more than 10 months after the Estimated
Habitable Date
9502152.01
Notice to Sell
means a notice served by the Qualifying Owner on the Council
requiring the Council to purchase the Existing Home in
accordance with the provisions of Schedule 5 and such notice
may be in the form (or substantially in the form) of the notice
attached at Appendix 3 or such other form as the Council may
notify the Qualifying Owner is a Notice to Sell from time to time
Occupational Therapist means the professionally qualified occupational therapists
employed by the Council from time to time
Panel Dispute Valuer means
(a) a member of the panel of no fewer than three and no more
than six independent surveyors (whether an individual, a
partnership, or a company) which may be established and
maintained by or on behalf of the Council and/or the
Developer as the Panel Dispute Valuers from time to time for
the purposes of resolving valuation disputes under this
Agreement and other agreements or
(b) where no panel has been established or maintained or the
Council is unable to instruct a panel member to produce
valuations within the timescales required under this
Agreement, an alternative independent surveyor who would
otherwise qualify for the panel
and the Council shall: (i) ensure that such valuer shall be an
associate (or fellow, or other higher grade) of the Royal Institution
of Chartered Surveyors (or equivalent) specialising in residential
valuations with no less than 5 years experience and (ii) use
reasonable endeavours to ensure that the appointment is on the
basis that he or she has a non-exclusive duty of care to the
Qualifying Owner (and no Panel Dispute Valuer may also be a
Panel Valuer at the same time)
1 4
9502152.01
Panel Solicitor
means the panel of no fewer than three and no more than six
independent residential qualified conveyancers or solicitors
(whether an individual, a partnership, or a company) which may
be established by or on behalf of the Council and/or the
Developer as the Panel Solicitors from time to time for the
purposes of offering independent legal advice to residents
affected by the Scheme
Panel Valuer means
(a) a member of the panel of no fewer than three and no more
than six independent surveyors (whether an individual, a
partnership, or a company) which may be established and
maintained by or on behalf of the Council and/or the
Developer as the Panel Valuers from time to time for the
purposes of offering independent valuation advice to residents
affected by the Scheme or
(b) where no panel has been established or maintained or the
Council is unable to instruct a panel member to produce
valuations within the timescales required under this
Agreement, an alternative independent surveyor who would
otherwise qualify for the panel
and the Council: (i) shall ensure that such valuer shall be an
associate (or fellow, or other higher grade) of the Royal Institution of
Chartered Surveyors (or equivalent) specialising in residential
valuations and (ii) shall use reasonable endeavours to ensure that
the appointment is on the basis that he or she has a nonexclusive
duty of care to the Qualifying Owner;
Post Long Stop means a written notice served by the Council on the Qualifying
Completion Notice Owner: after both (a) the date of service of the Habi table
Certificate; and (b) the Long Stop Date
1 5
9502152.01
means (as the case may be) either:
(a) the phase of the Scheme in which the properties including the
Existing Home are to be vacated; and/or
(b) the phase of the Scheme in which a Replacement Home is to
be constructed
(as the case may be) as determined from time to time pursuant to
the Scheme Agreement
means the notice served under paragraph 8.3.2 of Schedule 2 in the
form as served with the Home Election Notice
means the Home Loss Payment less such amount or part of it (if
any) as is payable (pursuant to Legislation) to any Third Parties
means the self-contained residential dwelling within the Scheme to
be designated in the Home Election Notice as the proposed
replacement home for the Existing Home;
means the sum which is equivalent to 10% of the Replacement
Home Premium
has the same meaning as set out at paragraph 2.1 to Schedule 3
has the same meaning as set out at paragraph 2.2 to Schedule 3
means the sum equal to the market value of the Replacement Home
as determined in accordance with Schedule 4
16
Qualifying Owner's means the proportion of the value of Replacement Home that is
Equity Share beneficially owned by the Qualifying Owner expressed as a
percentage of the whole which at the Actual Completion Date shall
be calculated in accordance with the provisions of Part 2 to
Schedule 4
Qualifying Owner's Phase
Refusal Notice
Relevant Share
Replacement Home
Replacement Home
Discount
Replacement Home Fit
Out
Replacement Home
Package
Replacement Home
Premium
9502152.01
Replacement Home
Specification
means the minimum specification for the Replacement Home:
GLA space standards (as at the date of the Scheme
Agreement);
2. HQI score of upper mid quartile (being at least 11 out of
20 or equivalent);
3. At least Silver Standard Building for Life;
4. 100% Lifetime Homes;
5. Code for Sustainable Homes 4;
6. Secured by Design certification.
save that the Council shall have the right to (or permit the
Developer to) (a) make reasonable modifications as are
necessary to comply with the mandatory requirements of any
competent authority (b) agree such variation, replacement or
substitution of the relevant standard provided that any varied,
replacement or substituted standard shall be recognised as an
equivalent (and no lesser) industry standard for accommodation of
the nature and type of the Replacement Home
Scheme Based Market means the value determined pursuant to paragraph 1.2 of Part 1
Value of Schedule 4
Section 20 Charges means any element of works done by the Qualifying Owner to the
Existing Home in respect of which a Notice under Section 20 of the
Landlord and Tenant Act 1985 has (or should have been) served on
the Qualifying Owner
Section 34A Application means:
9502152.01
17
(a) a written notice served by a tenant group on the Council
proposing that the Council should dispose of part or parts of
the land and/or buildings within the Scheme to a relevant
housing provider
(b) such other proposal or application submitted by a tenant
group to the appropriate person proposing that the Council
should dispose of part or parts of the land and/or buildings
within the Scheme to a relevant housing provider
pursuant to section 34A of the Housing Act 1985 and/or any
regulations made by the appropriate person under the said Section
34A from time to time
Section 34A Challenge means any claim or challenge against the Council or relevant third
party in relation to any Section 34A Application
Service Charge means the terms/provisions of the New Lease that will deal with
Provisions the provision of services to the Replacement Home, the Building
and/or the estate of which they form part and the basis on which
the cost of such services are shared between the landlord,
lessees and other interested parties
Scheme
Scheme Agreement
means the redevelopment of Earls Court (currently including but
not limited to the land commonly known as Earls Court, the Lillie
Bridge Depot, Seagrave Road site, the West Kensington estate
and the Gibbs Green estate) as the same may be varied from time
to time pursuant to the Scheme Agreement
means the agreement(s) made between the Council and the
Developer in relation to the Scheme as the same may be varied from
time to time
1 8
9502152.01
means the terms incorporated into the New Lease in accordance
with Schedule 4 of this Agreement dealing with the proportion in
which the Qualifying Owner and the Council will respectively
share ownership of the Replacement Home and the terms and
provisions which will regulate and relate to that shared ownership
relationship including for the avoidance of doubt:
(a) an ability for the Qualifying Owner to staircase; and
(b) no obligation for the Qualifying Owner to pay rent in
respect of the equity share that it does not own.
means minor defects or outstanding works that can reasonably be
dealt with after Completion
means the Standard Conditions of Sale (Fifth Edition) as
amended or varied as stated either in Schedule 1 or Schedule 2
to this Agreement or in any other part of this Agreement (and
each is a "Standard Condition")
means residential accommodation which is available for rent on such
reasonable terms as the Council usually offers from time to time in
relation to tenancies of social rented accommodation
means the Town and Country Planning Act 1990
means any party or parties entitled to:
(a) a home loss payment pursuant to section 29 of the 1973
Act; and/or
(b) a basic loss payment pursuant to section 33A of the 1973
A
dIIUPJI
(c) a sum equivalent to such a home loss payment or a basic
loss payment pursuant to an agreement between the Council
and Third Parties (or their predecessors in title)
1 9
Shared Ownership
Provisions
9502152.01
Snagging Items
Standard Conditions
Suitable Alternative
Accommodation
TCPA
Third Parties
Transfer means the transf er i n the form of the draf t annexed to thi s
Agreement at Appendix 2
Upper Tribunal means Upper Tribunal (Lands Chamber) to which valuation
disputes may be referred in accordance with this Agreement
Valid Section 34A means a Section 34A Application:
Application
(a) that complies with all mandatory requirements of the
Housing Act 1985 and the regulations made by the
appropriate person under the said section in relation to such
notices and proposals; and
(b) in respect of which the Council has no grounds on which
it is able lawfully to resist or reject it.
Valuation Dispute Notice means the notice in the form (or substantially in the form) of the
notice attached at Appendix 6 or such other form of notice as shall
be served with the Home Election Notice
Valuation Election Notice means the notice given by the Qualifying Owner pursuant to paragraph
4.1 of Part 1 of Schedule 4 confirming which Valuation the Qualifying
Owner chooses to be the Existing Home Valuation.
Valuations means together:
(a) the valuations for the Existing Home; and
(b) a valuation of the Replacement Home ("Replacement
Home Valuation")
each carried out in accordance with the principles set out in
Schedule 4
VAT means value added tax or any equivalent or similar tax or duty
which may be imposed in substitution for or in addition to Value
Added Tax
2 0
9502152.01
means one of the forms of buyer protection provided for by paragraph
7 to Schedule 3
means such notice as the Council may propose as a Withdrawal
Notice from time to time
means any day from Monday to Friday (inclusive) which is not
Christmas Day, Good Friday or a statutory bank holiday
1.2. This Agreement incorporates the Standard Conditions. If there is any conflict
between the Standard Conditions and the express provisions of this Agreement, the
express provisions of this Agreement shall prevail. Terms used or defined in the
Standard Conditions have the same meanings when used in this Agreement and vice
versa.
1.3. This Agreement incorporates the Particulars.
1.4. Nothing contained or implied in this Agreement shall prejudice or affect the rights
powers duties and obligations of the Council in the exercise of its functions as a local
planning highway or building regulations authority or as a local authority under any
statutory provisions and the rights powers duties and obligations of the Council under all
public or private and private statutes bye laws orders and regulations may be as fully
and effectively exercised in relation to the Scheme.
1.5. No approval consent direction or authority given by the Council as local planning or
other authority shall be deemed to be an approval consent direction or authority under
this Agreement or vice versa.
1.6. Termination of this Agreement shall be without prejudice to the liability of either party
to the other in respect of any prior breach of the terms of this Agreement.
7 In and for 'die purpose of this Agreement:-
1.7.1. any reference to any statute or order or to any provision of any statute or
order is construed as including reference to any statutory modification or
re enactment of such statute, order or provision and to any relevant
regulations or statutory instruments made under or in connection with any
2 1
Warranty
Withdrawal Notice
Working Day
9502152.01
such statute, order or provision and from time to time in force;
1.7.2. where the context so admits:-
1.7.2.1. the expressions "Qualifying Owner" and "Third Party
Occupier" shall include their respective successors in title,
assigns, executors, attorneys and personal representatives;
1.7.2.2. the expression "Council" shall include its successors in title
and assigns, including but not limited to any statutory
successor or transferee of the Council's functions and duties;
1.7.3. if at any time any one of the parties hereto shall consist of more than one
person any obligations which they have under this Agreement or which they
undertake shall be enforceable against them all jointly or against each
individually;
1.7.4. references to a "person" include any individual, firm, unincorporated
association or body corporate, words importing the singular number include
the plural number and vice versa and words importing one gender include all
genders;
1.7.5. references to a "week" or a "month" are references to a calendar week
and a calendar month in England respectively;
1.7.6. the words "i nclude(s)" and "incl udi ng" are to be construed wi thout
limitation;
1.7.7. references to Clauses or Schedules or Appendices unless otherwise
specified mean the Clauses of or the Schedules or the Appendices to this
Agreement;
"7 0 A Anresev.-ser4.-.,1
I.f I VICIU0U0 Vt.olIVt...1U100 al ILA are I
interpreting this Agreement;
1.7.9. if a competent court or administrative body finds that any provision of this
Agreement is invalid, illegal or unenforceable:
1.7.9.1. the rest of this Agreement shall remain unaffected and in
22
9502152.01
force;
1.7.9.2. if deleting part of the provision would make it valid, legal or
enforceable, it shall apply with all changes necessary to make it
valid, legal or enforceable;
1.7.9.3. if clause 1.7.9.2 does not apply, the parties shall try to
replace the provision with a valid, legal or enforceable
provision which achieves as closely as possible the effect
that the relevant provision would have achieved; and
1.7.9.4. the obligations of the parties under the relevant provision
shall be suspended during any attempt at substitution under
clause 1.7.9.3.
1.7.10. writing or written include faxes but not email.
2. SALE AND PURCHASE OF THE EXISTING HOME
2.1. Subject to the terms of this Agreement, the Qualifying Owner sells and the Council
purchases the Existing Home on the Contractual Completion Date for the Existing Home
Purchase Price.
3. GRANT OF THE NEW LEASE OF THE REPLACEMENT HOME
Subject to the terms of this Agreement:-
3.1. the Council shall grant the New Lease of the Replacement Home to the Qualifying
Owner on the Contractual Completion Date; and
3.2. the Qualifying Owner shall accept the New Lease of the Replacement Home on the
Contractual Completion Date.
4. SCHEME FAILURE
4.1. The Council may serve a Failure Notice on the Qualifying Owner at any time.
4.2. The Qualifying Owner may serve a Notice to Sell within 2 months from but excluding
the date of service of the Fail ure Notice requiri ng the Council to purchase the
2 3
9502152.01
Existing Home in accordance with the terms of Schedule 5.
4.3. If the Qualifying Owner has not served a valid Notice to Sell within 2 months from
but excluding the date of service of the Failure Notice then this Agreement shall
automatically cease and determine (without the need for the service of any further
notice) on the date immediately after the date that is 2 months from but excluding the
date of service of the Failure Notice.
5. THIRD PARTY OCCUPIER
In consideration of the Qualifying Owner entering into this Agreement, the Third Party
Occupier:-
5.1. agrees to the sale of the Existing Home on the terms of this Agreement;
5.2. covenants that the Third Party Occupier will not register rights in relation to the
Existing Home, whether under the Family Law Act 1996 or otherwise, and that the Third
Party Occupier will procure before completion of the sale and purchase of the Existing
Home the removal or cancellation of any registration that the Third Party Occupier (or
someone on their behalf) may have made;
5.3. covenants to release any beneficial interest which the Third Party Occupier may
have in the Existing Home, such release to be effective from the Contractual
Completion Date for the sale and purchase of the Existing Home;
5.4. covenants that the Third Party Occupier will vacate the Existing Home on or before
the Contractual Completion Date for the sale and purchase of the Existing Home;
and
5.5. confirms that it has been given every opportunity to take independent legal advice
on the obligations set out in this Agreement before signing this Agreement and has
either taken or declined it.
6. DEPOSIT
6.1. No deposit is payable by either party on the date of this Agreement.
6.2. If Completion does not take place no party shall be required to pay any amount in
2 4
9502152.01
lieu of a deposit.
7. VALUE ADDED TAX
7.1. Standard Condition 1.4 applies to this Agreement.
4
8. MAIN RESIDENCE
8.1. The Qualifying Owner warrants that the Exi sti ng Home was occupied as the
Qualifying Owner's only or main residence immediately prior to exchange of this
Agreement and that it intends to occupy the Replacement Home as the Qualifying
Owner's only or main residence.
9. SCHEDULES
9.1. The Schedules form part of this Agreement and shall be read as if incorporated in
full into the main body of this Agreement. The parties hereto shall observe and perform
their respective obligations set out in the Schedules and covenant on the terms set out
therein.
SIGNED by or on behalf of the parties on the date which first appears in this Agreement.
4
PM- MdR to advise CapCo.
25
9502152.01
Schedule 1
SCHEDULE 1
SALE OF THE EXISTING HOME
1. TITLE AND TITLE GUARANTEE
1.1. The Qualifying Owner sells the Existing Home with full title guarantee provided that:-
for the purpose of section 6(2)(a) of the 1994 Act all matters recorded in
registers open to public inspection as at the date of this Agreement are to be
considered within the actual knowledge of the Council;
1.1.2. (if the Qualifying Owner's interest in the Existing Home is leasehold)
subject to paragraphs 4 and 14, the covenants implied by sections 3 and 4 of
the 1994 Act shall be modified so that the Qualifying Owner shall not be liable
for the consequences of any breach of the tenant covenants in the Qualifying
Owner's lease relating to the physical state and condition of the Existing
Home as at the date of this Agreement.
1.2. The Council acknowledges that it has investigated the title to the Existing Home
prior to the date of this Agreement.
2. VACANT POSSESSION
2.1. The Existing Home is sold with vacant possession on Completion.
3. MATTERS AFFECTING THE EXISTING HOME
3.1. The Existing Home is sold subject to and where applicable with the benefit of the
following matters (so far as they affect the Existing Home and are subsisting or capable
of taking effect) and the Council is deemed to purchase with full knowledge of such
matters:-
3.1.1. any matters contained or referred to in the registers maintained by the
Land Registry of the Qualifying Owner's registered title (other than financial
charges);
3.1.2. the matters contained or referred to in the Transfer;
3.1.3. all unregistered interests which in accordance with the Land Registration
26
9502152.01
Schedule 1
Act 2002 will in the case of each and any estate to be disposed of pursuant to
this Agreement:-
3.1.3.1. override the disposition of any such estate which is currently
registered or will be registered prior to Completion; or
3.1.3.2. override the first registration of title to any such estate which
is currently not registered and will not be registered prior to
Completion or would override first registration of title to such
estate if such estate were capable of being registered;
3.1.4. the matters mentioned in Standard Condition 3.1.2;
3.1.5. all local land charges, whether or not registered before this Agreement
was entered into and all matters capable of registration as local land charges,
whether or not actually registered;
3.1.6. all notices served and orders, demands, proposals or requirements made
by any local or any public authority after the date of this Agreement;
3.1.7. all actual or proposed orders, directions, notices, charges, restrictions,
conditions, agreements and other matters arising under any Legislation
affecting the Existing Home;
3.1.8. any matters disclosed by searches or enquiries made before the date of
this Agreement or which would have been disclosed by searches that a
prudent buyer would have made before the date of this Agreement.
3.2. The Qualifying Owner irrevocably waives any lien, right or other interest it may have
or retain whether by operation of law or otherwise over the Existing Home after
Completion.
A CI
-
ATC!NCI 'VI IAVI OM, AI 173
Y. J I- I
-
All
-
%
4.1. If the Qualifyi ng Owner i s the freehold owner of the Exi sti ng Home, then the
Qualifying Owner covenants to repair and maintain the Existing Home so that the
Existing Home is in no worse condition than it is at the day of this Agreement.
4.2. If the Qualifying Owner is the owner of a leasehold interest in the Existing Home,
2 7
9502152.01
Schedule 1
then the Qualifying Owner covenants to comply with the terms of its lease in relation to
the state of repair and decoration of the Existing Home.
4.3. The Qualifying Owner shall not cause or permit the causing of such damage or
destruction to any part or parts of the Existing Home that would materially adversely
affect the marketability of the Existing Home to a prospective purchaser or tenant of the
Existing Home.
5. EVIDENCE OF IDENTITY WHERE PARTY IS NOT REPRESENTED
5.1. This paragraph applies where the Qualifying Owner and/or a Third Party Occupier is
not represented by a conveyancer (as defined in Rule 217 Land Registration Rules
2003) (whether now or at any time during the term of this Agreement).
5.2. On or before the Contractual Completion Date, the Qualifying Owner will provide to
the Council's Solicitors such evidence of identity of the Qualifying Owner and/or the
Third Party Occupier as the Council shall reasonably require in order to ensure that the
Council and/or its successors in title can be lawfully registered as proprietor of the
Existing Home at the Land Registry.
5.3. Until the Qualifying Owner complies with this paragraph it will be deemed not to be
ready, willing and able to complete.
6. DISCHARGE OF REGISTERED CHARGE
6.1. This paragraph applies where there is a charge or charges over the Existing Home
which are subsisting and/or registered against the Existing Home immediately before
Completion.
6.2. On or before the Actual Completion Date the Qualifying Owner will:-
6.2.1. use all reasonable endeavours to procure that the Lender is to execute a
UIJUI ICII yC vi eat"! I i CICycli IL L..1 iai y I i_cu iu F Ic Li y rL)i i i i v..)
release in Land Registry Form DS3 or such other relevant form as the Land
Registry may introduce from time to time; and
6.2.2. procure that the Qualifying Owner's Solicitors provide to the Council's
Solicitors one of the following:-
2 8
9502152.01
6.2.2.1. the name, address and reference of the conveyancer (as
defined in Rule 217 Land Registration Rules 2003) acting for the
Lender;
6.2.2.2. a duly completed Land Registry Form ID1 or ID2 (as
appropriate) or such other relevant equivalent form as the Land
Registry may introduce from time to time in respect of the
Lender; and
6.2.3. procure that the Qualifying Owner's Solicitors provide to the Council's
Solicitors one of the following:-
6.2.3.1. an undertaking to discharge the charge and to forward a duly
completed and signed Land Registry Form DS1 to the
Council's Solicitors after it receives it from the Lender or
procure that the Lender forward the electronic discharge
form to the Land Registry; or
6.2.3.2.
duly completed and signed Land Registry Form DS1 or a
release in Land Registry Form DS3 or such other relevant
equivalent form as the Land Registry may introduce from
time to time and/or AP1 (as appropriate) signed by the
Qualifying Owner's Solicitors.
7. INSURANCE
7.1. Standard Condition 5.1 shall not apply.
7.2. Save to the extent that the Qualifying Owner is the owner of a leasehold interest in
the Existing Home and the Qualifying Owner's landlord is under an obligation to
insure the Existing Home under the relevant lease, the Qualifying Owner shall insure
the Existing Home (and do everything necessary to maintain the insurance policy)
for the period from the date hereof until and including the Actual Completion Date (at
which point the Qualifying Owner shall cancel the policy) against the Insurance
Risks and for its reasonably estimated reinstatement cost.
7.3. For the avoidance of doubt if the Existing Home suffers loss or damage prior to the
Actual Completion Date the Qualifying Owner will be entitled to serve a Notice to
2 9
Schedule 1
9502152.01
Schedule 1
Sell provided that the Qualifying Owner:
7.3.1. makes a claim under the insurance policy and pays to the Council on the
Actual Completion Date the amount of any insurance policy moneys which
the Qualifying Owner has received, so far as not applied in repairing or
reinstating the Existing Home, and
7.3.2. if no final payment has of such policy monies then been received, assign
to the Council, at the Council's expense, all rights to claim under the
policy in such form as the Council reasonably requires and pending
execution of the assignment, hold any policy moneys received in trust for
the Council.
8. RESTRICTION
Before the Actual Completion Date the Qualifying Owner shall save as required by
Legislation or court order) not do or allow to be done anything which would prevent or
impede the Qualifying Owner's ability to transfer the Existing Home with vacant
possession on Existing Home Completion;
9. STANDARD CONDITIONS
9.1. The Standard Conditions shall apply to the sale and purchase of the Existing Home,
save as otherwise set out below or elsewhere in this Agreement:-
9.2. References to the "seller" shall be to the Qualifying Owner and references to the
"buyer" shall be to the Council.
9.3. Standard Conditions 1.1.4, 1.5, 2, 3.1.1, 3.1.2, 3.1.3, 4, 5.2, 6.2, 6.4, 6.8.3, 7.2, 8.1
and 8.3 shall not apply.
9.4. For the purposes of Standard Condition 7.3.2 the contract rate shall be 2% above
thie base lending rate fro m time to time of Barclay's. Ll3ank PLC or if such rate shall
cease to be published the Law Society's interest rate from time to time in force.
10. ENGROSSMENT AND EXECUTION
10.1. The Council shall or shall procure that engrossments of the Transfer and duplicate
shall be prepared and shall supply such engrossments to the Qualifying Owner's
3 0
9502152.01
Schedule 1
Solicitors at least 10 Working Days prior to the Contractual Completion Date.
10.2. The Qualifying Owner shall procure that the engrossments of the Transfer and
duplicate duly executed by the Qualifying Owner shall be returned to the Council's
Solicitors (or as the Council may direct) not more than 5 Working Days after such
engrossments have been delivered pursuant to paragraph 10.1.
11. COMPLETION
11.1. Completion shall take place on the Contractual Completion Date. The Contractual
Completion Date shall also be the "completion date" for the purposes of the Standard
Conditions.
11.2. Completion shall take place at the Council's Solicitors offices (or such other place as
the Council may nominate).
11.3. Any Completion by post or through a document exchange shall be at each party's
respective expense and risk and neither the Qualifying Owner nor the Council (nor their
respective solicitors) shall be liable for the loss of any documents so sent so long as
they were properly addressed.
12. TRANSFER
12.1. On the Contractual Completion Date, the Qualifying Owner shall transfer the
Existing Home to the Council or to the Developer or to such third party or parties as the
Council may direct.
13. PAYMENT OF COMPLETION MONIES
13.1. Completion monies shall be calculated and payable in accordance with Schedule 4
14. ARREARS
14.1. If the Qualifying Owner is the owner of a leasehold interest in the Existing Home, the
Qualifying Owner shall:
14.1.1. pay the rents and other sums reserved by the lease of the Existing Home;
and
3 1
9502152.01
Schedule 1
14.1.2. observe and perform the tenant covenants contained in the said lease
up to and including Completion and in any event use reasonable endeavours to
prevent Arrears accruing.
3 2
9502152.01
Schedule 2
SCHEDULE 2
PURCHASE OF THE REPLACEMENT HOME
TITLE AND TITLE GUARANTEE
1.1. The New Lease will be granted with full title guarantee.
1.2. As at the date of this Agreement, the Qualifying Owner has not been provided with
title information in respect of the Replacement Home.
2. VACANT POSSESSION
2.1. The Replacement Home is sold with vacant possession on Completion subject
however to any matters to which the Replacement Home is sold subject.
3. MATTERS AFFECTING THE REPLACEMENT HOME
3.1. The Replacement Home is sold subject to and where applicable with the benefit of
the following matters (so far as they affect the Replacement Home and are
subsisting or capable of taking effect) and the Qualifying Owner is deemed to
purchase with full knowledge of such matters:-
3,1.1. the rights, covenants, easements and other matters contained or referred
to in the Property Register and Charges Register of the registered title for the
Replacement Home (other than financial charges);
3.1.2. the matters contained or referred to in the title pack enclosed with the
Home Election Notice;
3.1.3. all unregistered interests which in accordance with the Land Registration
Art 2002 will in the r.asp of Ranh and any estate to he cli.sposPri of pursuant to
this Agreement:-
3.1.3.1. override the disposition of any such estate which is currently
registered or will be registered prior to Completion; or
3.1.3.2. override the first registration of title to any such estate which
33
9502152.01
Schedule 2
is currently not registered and will not be registered prior to
Completion or would override first registration of title to such
estate if such estate were capable of being registered;
3.1.4. the matters mentioned in Standard Condition 3.1.2;
3.1.5. all local land charges, whether or not registered before this Agreement
was entered into and all matters capable of registration as local land
charges, whether or not actually registered;
3.1.6. all actual or proposed orders, directions, notices, charges, restrictions,
conditions, agreements and other matters arising under any Legislation
affecting the Replacement Home;
3.1.7. all notices served and orders, demands, proposals or requirements made
by any local or any public authority after the date of this Agreement;
3.1.8. any matters disclosed by searches or enquiries made before the date of
the Acceptance Notice or which would have been disclosed by searches
that a prudent buyer would have made before the date of the Acceptance
Notice.
4. INSURANCE
4.1. Standard Condition 5.1 shall not apply.
4.2. From and including the Actual Completion Date, those terms of the New Lease
relating to insurance and reinstatement of the Replacement Home shall apply.
4.3. In the event that the Replacement Home is damaged after the date of issue of the
Habitable Certificate but prior to the Actual Completion Date such that the
Replacement Home is no longer Habitable the Habitable Certificate will be treated
as null and void as if it had not been issued
4.4. In the event that paragraph 4.3 applies any dates that relate to the Habitable
Certificate will be re-set and the provisions set out in this Agreement that relate to the
purchase of the Replacement Home shall continue to apply in full force and effect in
relation to those re-set dates.
3 4
9502152.01
5. NO ASSIGNMENT
5.1. Without prejudice to Standard Condition 1.5, the Qualifying Owner shall not assign,
sub licence, charge or otherwise deal with the benefit of this Agreement in whole or in
part.
6. STANDARD CONDITIONS
6.1. The Standard Conditions shall apply to the sale and purchase of the New Lease of
the Replacement Home, save as otherwise set out below or elsewhere in this
Agreement:-
6.1.1. references to the "seller" shall be to the Council and references to the
"buyer" shall be to the Qualifying Owner; and
6.1.2. Standard Conditions 1.1.4, 2, 3.1, 4, 5.2, 6.2, 6.4, 6.8.3, 7.2 and 8.1 shall
not apply.
7. PROVISIONS OF THE NEW LEASE
7.1. All rents and other sums payable under the New Lease shall be payable from the
Actual Completion Date.
7.2. The New Lease shal l not prohi bi t the Qual i fyi ng Owner f rom assi gni ng the
Replacement Home.
7,3. The term of the New Lease shall be the Proposed Term of the New Lease set out in
the Particulars commencing on the Contractual Completion Date or such earlier date
as may be specified by the Council so as to make leases within the Qualifying Owner's
Phase determinable on the same date.
7.4. The ground rent reserved by the New Lease shall:
7.4.1. be no more than 250 per annum, fixed for the first 25 years;
7.4.2. not be increased more than once every 25 years of the term (and the first
such review shall be no earlier than the 25
th
anniversary of the date of
commencement of the term);
7.4.3. increase in line by reference to an appropriate government maintained
3 5
Schedule 2
9502152.01
Schedule 2
index from the beginning to the end of each review period.
7.5. The Service Charge Provisions of the New Lease shall be capped at:
7.5.1. the actual service charge incurred by the Qualifying Owner in respect of
the Existing Home in the last full service charge accounting year prior to the
Actual Completion Date; or
7.5.2. 1,000 per annum if the Existing Home was not subject to such a service
charge
provided that such cap shall come to an end on the earlier of:
7.5.3. the date which is at the end of the fifth full service charge accounting year
after the date of the New Lease;
7.5.4. the date on which the Qualifying Owner transfers or assigns the New
Lease.
7.6. The Shared Ownership Provisions shall:
7.6.1. include "staircasing" provisions which permit the Qualifying Owner to
increase the Qualifying Owner's Equity Share in accordance with the Shared
Ownership Provisions;
7.6.2. not include any obligation for the Qualifying Owner to pay rent for the
proportion of equity owned by the Council from time to time.
8. HOME ELECTION NOTICE
8.1. The Council shall serve on the Qualifying Owner a "Home Election Notice" at least
9 months before the Estimated Habitable Date.
8
9
The Hr,me PI,=,ctirm sholI
8.2.1. refer to the date and parties to this Agreement;
8.2.2. identify the Replacement Home;
8.2.3. confirm the Estimated Habitable Date;
3 6
9502152.01
8.2.4, confirm the Long Stop Date;
8.2.5. confirm the Decision Date;
8.2.6. enclose the Valuations (and the Valuations shall be dated no more than
3 months prior to service of the Home Election Notice);
8.2.7. enclose a form of Valuation Dispute Notice, Acceptance Notice, Valuation
Election Notice and Refusal Notice or confirm where copies of these can be
obtained;
8.2.8. enclose an information and title pack for the Replacement Home which
shall include:
8.2.8.1.
proof of title to the Replacement Home and evidence of the
ability of the relevant party to grant the New Lease (and
proof of title shall have the same meaning as it does in
Standard Condition 4.1) (and it is acknowledged that
provision of a copy of the Developer's title, together with a
copy of the agreed form of head lease to be granted to the
Council prior to Completion, shall be sufficient proof of title
and the Qualifying Owner shall not raise requisitions
accordingly);
8.2.8.2. replies to the Seller's Leasehold Property Information
Form
(or such other standard residential conveyancing enquiries
as may replace them from time to time);
8.2.8.3. the form of New Lease for the Replacement Home;
8.2.8.4. a Land Registry compliant plan(s) showing the extent of
the
Replacement Home and such other plans (if any) to be
annexed to the New Lease;
8.2.8.5. floor plans of the Replacement Home;
8.2.8.6. copies of all other documents to be annexed,
incorporated
by reference or otherwi se referred to in the form of New
3 7
Schedule 2
9502152.01
Schedule 2
Lease (if any) or confirmation of where copies can be
obtained
8.3. The Qualifying Owner shall respond to the Home Election Notice prior to the
Decision Date, confirming either:
8.3.1. it wishes to acquire the Replacement Home (the "Acceptance Notice");
o r
8.3.2. it no longer wishes to acquire the Replacement Home (the "Refusal
Notice")
and a Notice to Sell served on or after the same as the date of service of the Home
Election Notice shall be deemed to be a Refusal Notice.
8.4. In the event that the Qualifying Owner fails to respond to the Home Election Notice
prior to the Decision Date, it shall be deemed that the Qualifying Owner has served an
Acceptance Notice, save where a Notice to Sell has been served.
8.5. On the service of a valid Refusal Notice:
8.5.1. the Qualifying Owner will no longer be entitled to a Replacement Home
under this Agreement and all the provisions relating to the grant and
acceptance of a New Lease and the Replacement Home within this
Agreement shall determine and cease to have any effect; and
8.5.2. those parts of this Agreement that relate to the sale and purchase of the
Existing Home shall remain unaffected and the parties will be obliged to
complete the sale and purchase of the Existing Home in accordance with the
relevant provisions of this Agreement;
8.5.3. the Qualifying Owner shall remain entitled to serve a Notice to Sell in
accordance with S.,chedule ,5;
8.5.4. if the Qualifying Owner can not afford the Replacement Home the
Qualifying Owner may be entitled to an offer of Suitable Alternative
Accommodation if it meets the Council's criteria (which will include an
assessment of needs and financial circumstances) at the time for the
3 8
9502152.01
Schedule 2
provision of Suitable Alternative Accommodation based on the financial
assessment.
8.6. If the Qualifying Owner serves (or is deemed to serve) an Acceptance Notice, the
Council will keep the Qualifying Owner updated of any changes in the Estimated
Habitable Date.
9. WITHDRAWAL NOTICE
9.1. Notwi thstanding the service or deemed service of an Acceptance Notice the
Qualifying Owner may serve a Withdrawal Notice during the period from the
Decision Date to the date on which the Qualifying Owner's Equity Share is
approved by the Council in accordance with paragraph 2 of Part 4 to Schedule 4,
and where either:-
9.1.1. its mortgage offer to purchase the Replacement Home expires or is
otherwise withdrawn and the Qualifying Owner has been unable to secure a
further mortgage offer; and/or
9.1.2. since the Decision Date, its financial circumstances have changed such
that it reasonably considers that it can no longer afford to acquire or meet the
reasonable and proper outgoings of the Replacement Home and/or the tenant
obligations of the New Lease.
9.2. If the Qualifying Owner serves a Withdrawal Notice:-
9.2.1. the Qualifying Owner will no longer be entitled to a Replacement Home
under this Agreement and all the provisions relating to the grant and
acceptance of a New Lease and the Replacement Home within this
Agreement shall determine and cease to have any effect;
9.2.2. those parts of this Agreement that relate to the sale and purchase of the
Existing Home shall remain unaffected and the parties will be obliged to
complete the sale and purchase of the Existing Home in accordance with the
relevant provisions of this Agreement;
9.2.3. the Qualifying Owner shall be entitled to serve a "Notice to Sell" in
3 9
9502152.01
Schedule 2
accordance with Schedule 5; and
9.2.4. if the Qualifying Owner can no longer afford the Replacement Home the
Qualifying Owner may be entitled to an offer of Suitable Alternative
Accommodation if it meets the Council's criteria (which will include an
assessment of needs and financial circumstances) at the time for the
provision of Suitable Alternative Accommodation based on the financial
assessment.
10. COMPLETION NOTICE
10.1. The Council shall not be entitled to serve a Completion Notice unless there is a
reasonable prospect that a Habitable Certificate will be issued prior to the date for
Completion (as specified in the Completion Notice).
11. ENGROSSMENT AND EXECUTION
11.1. The Council shall engross the New Lease and counterpart and shall supply the
counterpart to the Qualifying Owner's Solicitors at least 10 Working Days prior to the
Contractual Completion Date.
11.2. The Qualifying Owner shall procure that a counterpart of the New Lease dul y
executed by the Qualifying Owner shall be returned to the Council's Solicitors (or as
the Council may direct) not more than 5 Working Days after such counterpart has been
delivered pursuant to paragraph 11.1.
11.3. The Council shall procure that the relevant landlord shall execute the New Lease
before the Contractual Completion Date.
12. COMPLETION
12.1. Completion shall take place on the Contractual Completion Date. The Contractual
vvlilplc~ivll vale .h nil be the "completion date" for the purpos.s of th.
Standard Conditions. For the avoidance of doubt, where Completion shall include a
Replacement Home Completion, the sale and purchase of the Existing Home and the
Replacement Home are interdependent and neither one shall be completed without the
other, save where the parties agree otherwise in writing (in their absolute
4 0
9502152.01
Schedule 2
discretion).
12.2. Completion shall take place at the Council's Solicitors offices (or such other place as
the Council may nominate).
12.3. Any Completion by post or through a document exchange shall be at each party's
respective expense and risk and neither the Qualifying Owner nor the Council (nor their
respective solicitors) shall be liable for the loss of any documents so sent so long as they
were properly addressed.
12.4. On the Actual Completion Date the Council or the Council's Solicitors shall provide
the Qualifying Owner or the Qualifying Owner's Solicitor (as the case may be) with the
following documents (where available):-
12.4.1. the New Lease;
12.4.2. the Warranty and all certificates and cover notes and other documents or
forms relating to the Warranty;
12.4.3. details of the postal address of the Replacement Home (if not previously
supplied);
12.4.4. operating manuals, instruction booklets and guarantees in respect of
those items listed in paragraphs 2.2.3, 2.2.4, 2.2.5 and 2.2.6 of
Schedule 3;
12.4.5. two sets of keys for the Replacement Home;
12.4.6. any documents that are required by law to be provided by a seller to a
buyer on the Actual Completion Date.
13. PAYMENT OF COMPLETION MONIES
13.1. Completion monies shall be calculated and payable in accordance with Schedule 4.
4 1
9502152.01
Schedule 3
SCHEDULE 3
CONSTRUCTION MATTERS
1 PHASE COMMENCEMENT
The Council shall:-
notify the Qualifying Owner that the Existing Home is to be within a forthcoming phase of
the Scheme within 14 days of the date of the CPO Start Notice as defined under the
Scheme Agreement (and confirm the location and extent of the Qualifying Owner's
Phase); and
1.2. (for so long as the Qualifying Owner remains entitled to a Replacement Home) give
t he Qual i f yi ng Owner regul ar updat es as t o t he est i mat ed dat e on whi ch
construction of new homes will commence in the Qualifying Owner's Phase
provided that such notifications and update(s) may be given by way of General
Notification.
2. REPLACEMENT HOME FIT OUT & PACKAGE
2.1. Unless
2.1.1. the Replacement Home is intended to have a separate kitchen, living
room and dining room; or
2.1.2. the Replacement Home has one bedroom and the Council and the
Developer have agreed under the Scheme Agreement that it is not possible to
build a separate lounge and kitchen/diner or a separate kitchen and
lounge/diner
the Council will offer the Qualifying Owner the choice of whether it would like the
Replacement Home to have a kitchen/diner or a lounge/diner (the "Replacement Home
Fit Out").
2.2. Where choices exist in respect of the following appliances, fittings or furnishings to
be included within the Replacement Home, the Council will give the Qualifying Owner
the opportunity to indicate its preference(s):
4 2
9502152.01
2.2.1. blinds or curtains;
2.2.2. carpets or other floor covering (including underlay or soundproofing);
2.2.3. oven and hob (this may be a combined unit);
2.2.4. fridge and freezer (this may be a combined unit);
2.2.5. dishwasher;
2.2.6. washing machine and tumble dryer (this may be a combined unit);
2.2.7. range of colours for the purposes of decoration
(together the "Replacement Home Package").
2.3. The Council will give the Qualifying Owner no less than four weeks to confirm its
choices for the Replacement Home Fit Out and/or the Replacement Home Package
and:
2.3.1. where the Qualifying Owner fails to confirm the relevant choices within the
specified period, the right to make any such choice(s) shall be lost (but in
the case of decoration the colours decided by the Council shall be
neutral);
2.3.2. where the Qualifying Owner does confirm its choices for the Replacement
Home Fit Out and/or the Replacement Home Package within the specified
period then the Council shall use all reasonable endeavours to ensure that
the Replacement Home reflects these choices.
2.4. It is acknowledged that confirmation of choices for the Replacement Home Fit Out
may be requested separately from the Replacement Home Package and that the
confirmation of choices may be requested as part of or before the Home Election Notice
is served.
3. ADAPTATIONS
3.1. The Council will prepare, issue and maintain the Adaptations Policy setting out the
criteria from time to time by which the entitlement of the Qualifying Owner (and
others) to require Adaptations to the Replacement Home shall be assessed. The
4 3
Schedule 3
9502152.01
Schedule 3
Council shall publish its first Adaptations Policy (and all amended versions of such
policy as the Council may make from time to time in its absolute discretion) on the
Dedicated Website.
3.2. Prior to the service of the Home Election Notice, the Council will ask the Qualifying
Owner to confirm whether he or she requires special Adaptations to be made to the
Replacement Home. Where the Qualifying Owner so notifies the Council within the
reasonable timescale specified in the Council's notice, the Council shall instruct one of
the Occupational Therapists to:
3.2.1. undertake an assessment of the Qualifying Owner's requirements;
3.2.2. within a reasonable time of such assessment, produce .a report detailing
the Integral Adaptations and the Non-integral Adaptations,
3.3. The Qualifying Owner shall co-operate with the Occupational Therapist to facilitate
its assessment and the provision of its report.
3.4. The Council shall ensure the Integral Adaptations and the Non-integral Adaptations
are installed at the Replacement Home by the Completion Date but in the event the
Non-Integral Adaptations are not installed this will not prevent the Completion Date
occurring and the Council will ensure that the Non-Integral Adaptations are installed as
soon as possible after the Completion Date.
4. CONSIDERATE CONSTRUCTORS SCHEME
4.1. The Council shall use reasonable endeavours to ensure that al l contractors
undertaking works in relation to the Qualifying Owner's Phase are registered with
the "Considerate Constructors Scheme" or such other similar or replacement
scheme.
4.2. The Council shall establish a policy regarding compensation (if any) for residents
who have been severely affected by nuisance or inconvenience as a consequence of a
contractor failing to conform to the "Considerate Constructors Scheme" or such other
similar or replacement scheme
5. MAINTENANCE OF THE EXISTING COMMUNITY DURING BUILD
4 4
9502152.01
Schedule 3
The Council shall use reasonable endeavours to prepare and issue a policy or policies
for:-
5.1. establishing its commitment to undertaking repairs and maintenance of those part or
parts of each estate within and affected by the Scheme and for which the Council has a
statutory or contractual obligation to maintain to a certain standard of repair (and the
Qualifying Owner acknowledges that such policy or policies must be subject to the
Council's obligation not to waste public funds); and
5.2. the re letting and security of those part or parts of each estate within and affected by
the Scheme and owned by the Council which became vacant before the residents of
such estate(s) are required to vacate.
6. CONSTRUCTION
6.1. If the Scheme and the Qualifying Owner's Phase proceed the Council shall ensure
that the Replacement Home is built in accordance with the Replacement Home
Specification.
7. WARRANTY PROVIDER
These provisions shall apply only if Replacement Home Completion occurs:-
7.1. the Council shall ensure that the Replacement Home is registered with:-
7.1.1. the National House-Building Council 'Buildmark' scheme or such other
replacement NHBC scheme from time to time; or
7.1.2. the Zurich Building Guarantee 'Standard 10' scheme or such other
replacement Zurich scheme from time to time; or
7.1.3. any other reputable build warranty provider's scheme in the UK which is
generally acceptable to the Council of Mortgage Lenders and/or the
Qualifying Owner's mortgagee;
7.2. the Council shall supply the Qualifying Owner with a certificate pursuant to the
relevant Warranty sufficient to satisfy its lender/mortgagee (or if the Qualifying Owner is
not obtaining a loan and/or granting a mortgage sufficient to satisfy a prudent
lender/mortgagee if the Qualifying Owner was obtaining a loan or granting a
4 5
9502152.01
Schedule 3
mortgage).
8. ACCESS
8.1. There is reserved to the Council (and any party authorised by the Council) a right of
access to the Replacement Home after the Actual Completion Date:
8.1.1. for the purpose of completing any snagging or other works that may be
required to comply with the terms of any construction or building related
contract, agreement or guarantee in respect of the Replacement Home;
8.1.2. as may be necessary to carry out any remedying of defects or other works
at the Replacement Home or Building in order to comply with the provisions of
the Warranty
provided that such entry and works are carried out at reasonable times and on
reasonable prior written notice and with all reasonable expediency and in
accordance with the terms of this Agreement and, if relevant, the Warranty.
4 6
9502152.01
Schedule 4
SCHEDULE 4
VALUATION COMPENSATION AND EQUITY
Part 1
Valuations
1 BASIS OF VALUATIONS FOR EXISTING HOME
The Valuations enclosed with the Home Election Notice shall comprise two separate
valuations on the following bases:-
1.1. the "No Scheme Market Value"
means the Market Value subject to the following assumptions and disregards which shall
prevail in the case of conflict:-
1.1.1. it shall be assumed (whether or not such is the case) that:-
1.1.1.1. neither the Existing Home nor any part of it shall have been
damaged or destroyed by any of the Insurance Risks;
1.1.1.2. the Existing Home is to be sold with vacant possession; and
1.1.2. there shall be disregarded:-
1.1.2.1. any enhancement in the value that is attributable to the
Scheme and the need of the Council to acquire the Existing
Home as part of the Scheme;
1.1.2.2. any charges or encumbrances from which the Existing Home
is to be released on or before Completion;
1.1.2.3. the existence of this Agreement; and
1.1.2.4. any improvements made to the Existing Home upon or after
the date of this Agreement other than improvements made
pursuant to Legislation.
4 7
9502152.01
1.2. the Scheme Based Market Value
means the Market Value subject to the following assumptions and disregards which
shall prevail in the case of conflict:-
1.2.1. it shall be assumed (whether or not such is the case) that:-
1.2.1.1. neither the Existing Home nor any part of it shall have been
damaged destroyed by any of the insurance Risks;
1.2.1.2. the Existing Home is to be sold with vacant possession;
1.2.1.3. that the Existing Home is not required for the Scheme; and
1.2.1.4. the extent of the Scheme comprises only those parts of it
that have been completed;
1.2.2. there shall be disregarded:-
1.2.2.1. any charges or encumbrances from which the Existing Home
is to be released on or before Completion;
1.2.2.2. the existence of this Agreement;
1.2.2.3. parts of the Scheme that have been Commenced and have
not been completed in accordance with relevant planning
permissions, other requisite consents and all regulation and
law applicable to the Scheme; and
1.2.2.4. any improvements made to the Existing Home upon or after
the date of this Agreement other than improvements made
pursuant to Legislation.
ReQic ("IF Fo=p1 Ar-Pm,PNT FirIMP VAI
I
IAT!nN
2.1. The Replacement Home Valuation shall be the Market Value subject to the following
assumptions and disregards which shall prevail in the case of conflict:-
2.1.1. it shall be assumed (whether or not such is the case) that:-
4 8
Schedule 4
9502152.01
Schedule 4
2.1.1.1. the Replacement Home has been completed in accordance
with the provisions of this Agreement (including any Snagging
Items);
2.1.1.2. the Market Value relates to the open market value of the
New Lease of the Replacement Home;
2.1.1.3. the Replacement Home is to be sold with vacant possession;
and
2.1.2. there shall be disregarded:-
2.1.2.1. the purchase of multiple units by single purchasers within the
Building or the Scheme as comparable evidence;
2.1.2.2. any charges or encumbrances from which the Replacement
Home is to be released on or before Completion;
2.1.2.3. any potential bid from a purchaser with a special interest;
2.1.2.4. the existence of this Agreement.
3. VALUER
3.1. The Council shall procure that the Valuations are carried out by a Panel Valuer.
4. CHOICE OF EXISTING HOME VALUATION
4.1. Upon receipt of the Valuations referred to in paragraph 1 the Qualifying Owner must
serve a completed Valuation Election Notice on the Council within [four weeks] stating
which valuation it wishes to use as the Existing Home Valuation.
4.2. If the Qualifying Owner does not serve a completed Valuation Election Notice within
the period refe
r
r
e
r) to in p2I
-
PgrApn 4.1 than the Qualified Owner shall hP deemed to
have accepted the higher of the (a) No Scheme Market Value Valuation and the (b)
Scheme Based Market Value Valuation as the Existing Home Valuation.
4.3. If the Qualifying Owner elects or is deemed to elect to use the Scheme Based
Market Value Valuation as the Existing Home Valuation the Qualifying Owner
acknowledges that this means any dispute of the Existing Home Valuation cannot
4 9
9502152.01
Schedule 4
be referred to the Upper Tribunal.
5. ELECTION TO DISPUTE PROCESS
5.1. If the Qualifying Owner disputes the Existing Home Valuation, it must serve a
completed Valuation Dispute Notice on the Council within six weeks of service of the
Home Election Notice, confirming that it disputes the Existing Home Valuation.
5.2. If the Qualifying Owner disputes the Replacement Home Valuation, it must serve a
completed Valuation Dispute Notice on the Council within six weeks of service of the
Home Election Notice, confirming that it disputes the Replacement Home Valuation.
5.3. The Qualifying Owner and the Council acknowledge that either of the Existing Home
Valuation and Replacement Home Valuation that are disputed can go up or down as a
result of the dispute process set out in Part 2 of Schedule 4.
5.4. The Qualifying Owner may elect in the Valuation Dispute Notice to require:
5.4.1. the Existing Home Valuation to be referred to a Panel Dispute Valuer in
accordance with Part 2 of Schedule 4;
5.4.2. the Replacement Home Valuation to be referred to a Panel Dispute Valuer
in accordance with Part 2 of Schedule 4;
5.5. The Qualifying Owner may refer the Existing Home Valuation to the Upper Tribunal
if the Existing Home Valuation is based on a No Scheme Market Value.
5.6. If the Qualifying Owner fails to serve a valid completed Valuation Dispute Notice
within the said six weeks it shall be deemed to accept the Valuations.
5.7. If the Qualifying Owner validly elects to refer any of the Valuations to the Panel
Dispute Valuer and/or the Upper Tribunal then Part 2 of Schedule 4 shall apply.
6. APPROVAL OR DETERMINATION OF PRICE EXISTING HOME
Where the Qualifying Owner is taking a Replacement Home at Completion:
6.1. where the Qualifying Owner accepts (or is deemed to accept) the Existing Home
Valuation this shall be the Existing Home Purchase Price for the purposes of this
5 0
9502152.01
Schedule 4
Agreement;
6.2. where the Existing Home Valuation was disputed by reference to the Panel Dispute
Valuer then:
6.2.1. where the disputed Existing Home Valuation is yet to be determined by
the Panel Dispute Valuer as at the date which is [20 Working Days] before the
Contractual Completion Date then the Existing Home Valuation shall be the
Existing Home Purchase Price for the purposes of Completion; and
6.2.2. where that Existing Home Valuation so referred has been determined as
at the date which is 20 Working Days before the Contractual Completion
Date then the value as determined under Part 2, Schedule 4 shall be the
Existing Home Purchase Price for the purposes of Completion;
6.3. where the Existing Home Valuation is disputed and referred to the Upper Tribunal
then:
6.3.1. where the Existing Home Valuation is yet to be determined as at the date
which is 20 Working Days before the Contractual Completion Date the
Existing Home Purchase Price shall be the Existing Home Valuation
enclosed with the Home Election Notice for the purposes of Completion;
or
6.3.2. where the Existing Home Valuation has been determined as at the date
which is 20 Working Days before the Contractual Completion Date, then the
Existing Home Purchase Price shall be Existing Home Valuation as
determined by the Upper Tribunal.
7. APPROVAL OR DETERMINATION OF PRICE REPLACEMENT HOME
7.1. Where the Qualifying Owner accepts (or is deemed to accept) the Replacement
Home Valuation then the Replacement Home Premium shall be the Replacement
Home Valuation enclosed with the Home Election Notice for the purposes of this
Agreement; or
7.2. Where the Replacement Home Valuation was referred to the Panel Dispute Valuer
5 1
9502152.01
Schedule 4
and:
7.2.1. has been determined as at the date which is [20 Working Days] before the
Contractual Completion Date then the Replacement Home Premium shall be
as determined under Part 2, Schedule 4 for the purposes of this Agreement;
or
7.2.2. has not been determined as at the date which is [20 Working Days] before
the Contractual Completion Date then the Replacement Home Premium
shall be the Replacement Home Valuation enclosed with the Home
Election Notice for the purposes of Completion.
5 2
9502152.01
Schedule 4
SCHEDULE 4
VALUATION COMPENSATION ANDEQUITY
Part 2
Valuation: Dispute Resolution
REFERENCE TO PANEL DISPUTE VALUER
Where the Qualifying Owner elects or requires a reference to the Panel Dispute Valuer the
Council shall:
1.1. promptly after referral, notify the Qualifying Owner of the name and contact details
of the appointed Panel Dispute Valuer;
1.2. within one week of the relevant election or requirement under this Agreement, refer
on the following basis:-
1.2.1. the Panel Dispute Valuer shall act as an expert not as an arbitrator;
1.2.2. the appointed Panel Dispute Valuer must:
1.2.2.1. have regard to any reasonable representations from the
Council and the Qualifying Owner received within one week of
referral;
1.2.2.2. issue its written determination of the relevant Valuation to the
Council, the Developer and the Qualifying Owner as soon as
reasonably practicable and in any event, within two weeks of
referral;
1.2.3. if the appointed expert dies, delays unduly or becomes unwilling or
incapable of acting then the Council may nominate another Panel Dispute
Valuer in his place; and
1.2.4. the decision of the expert shall be binding (save in cases of manifest error
5 3
9502152.01
Schedule 4
or fraud).
2. REFERENCE TO UPPER TRIBUNAL
2.1. Subject to paragraph 2.2, where the Qualifying Owner elects in the Valuation
Dispute Notice to refer the No Scheme Market Value to the Upper Tribunal:
2.1.1. within two weeks of the Valuation Dispute Notice, the Council shall refer
the dispute to the Upper Tribunal by submitting an application for reference
by consent under s. 1(5) Lands Tribunal Act 1949, together with a copy of
the No Scheme Market Value Valuation;
2.1.2. the Upper Tribunal shall be required to value the Existing Home on the
basis of the No Scheme Market Value as defined by this Agreement and in
accordance with the Compensation Code;
2.1.3. the Council and the Qualifying Owner shall, in so far as possible, require
the Upper Tribunal to issue its determination in writing, without a hearing, as
soon as reasonably practicable after referral;
2.1.4. the parties shall comply with the reasonable directions of the Upper
Tribunal no later than the reasonable deadlines imposed or requested by the
Upper Tribunal;
2.1.5. the parties shall be bound by the decision of the Upper Tribunal.
2.2. If the Upper Tribunal ceases to exist before a referral has been made then the
entitlement to require a referral in the Valuation Dispute Notice shall cease to have
effect.
2.3. If the Upper Tribunal rejects the application for reference by consent then the
dispute shall be referred to the Panel Dispute Valuer and [paragraphs 1 and 3 of Part 2.
and paragraphs 5 and 7 of Part 1 of this Scl
-
ledule 41 shall apply as if the date on which
the rejection of the application is received by the Council is the date on which the
Qualifying Owner requires a reference to a Panel Dispute Valuer.
2.4. Each party shall pay its professional costs and expenses incurred in relation to the
reference to the Upper Tribunal or they shall be paid as directed by the Upper
5 4
9502152.01
Schedule 4
Tribunal.
3. COMPLETION BEFORE RESOLUTION OF DISPUTE
If within [20 Working Days] before the Contractual Completion Date, the Panel
Dispute Valuer or the Upper Tribunal has not yet determined a relevant valuation
dispute then:-
3.1. where the Existing Home Valuation is subsequently determined to be greater than
the Existing Home Purchase Price then:
3.1.1. if the Qualifying Owner did not take a Replacement Home at Completion,
within 4 weeks of such determination the Council shall pay to the
Qualifying Owner the difference between the Existing Home Purchase
Price and the newly determined Existing Home Valuation (including the
difference in Home Loss Payment); or
3.1.2. if the Qualifying Owner did take a Replacement Home at Completion,
within 4 weeks of such determination or if later the date set out in paragraph
3.5 (at the Council's discretion):
3.1.2.1. the Council shall pay to the Qualifying Owner the difference
between the Existing Home Purchase Price and the newly
determined Existing Home Valuation (including the
difference in Home Loss Payment); or
3.1.2.2.
the Council shall recalculate the Qualifying Owner's Equity
Share and the Qualifying Owner shall sign a memorandum
prepared by the Council recording the revised Qualifying
Owner's Equity Share and such memorandum shall be
endorsed on the New Lease and the counterpart of the New
Lease.
3.2. where the Existing Home Valuation is subsequently determined to be lower than the
Existing Home Purchase Price then:
3.2.1. if the Qualifying Owner did not take a Replacement Home at Completion,
within 4 weeks of such determination the Qualifying Owner shall pay to
5 5
9502152.01
Schedule 4
the Council the difference between the Existing Home Purchase Price and the
newly determined Existing Home Valuation (including the difference in Home
Loss Payment); or
3.2.2. if the Qualifying Owner did take a Replacement Home at Completion,
within 4 weeks of such determination or if later the date set out in paragraph
3.5 (at the Council's discretion):
3.2.2.1. the Qualifying Owner shall pay to the Council the difference
between the Existing Home Purchase Price and the newly
determined Existing Home Valuation (including the
difference in Home Loss Payment); or
3.2.2.2. the Council shall recalculate the Qualifying Owner's Equity
Share and the Qualifying Owner shall sign a memorandum
prepared by the Council recording the revised Qualifying
Owner's Equity Share and such memorandum shall be
endorsed on the New Lease and the counterpart of the New
Lease.
3.3. where the Replacement Home Valuation is subsequently determined to be lower
than the Replacement Home Premium then within 4 weeks of such determination or
if later the date set out in paragraph 3.5 (at the Council's discretion) the Council
shall recalculate the Qualifying Owner's Equity Share and the Qualifying Owner
shall sign a memorandum prepared by the Council recording the revised Qualifying
Owner's Equity Share and such memorandum shall be endorsed on the New Lease
and the counterpart of the New Lease.
3.4. where the Replacement Home Valuation is subsequently determined to be higher
than the Replacement Home Premium then within 4 weeks of such determination or if
later the date set out in paragraph 3.5 the Council shall recalculate the Qualifying
Owner's Equity Share and the Qualifying Owner shall sign a memorandum prepared
by the Council recording the revised Qualifying Owner's Equity Share and such
memorandum shall be endorsed on the New Lease and the counterpart of the New
Lease.
3.5. where disputes in relation to both the Existing Home Valuation and the Replacement
5 6
9502152.01
Schedule 4
Home Valuation are being determined, the re-calculations set out in this Clause shall
occur on the later of the second dispute being determined.
5 7
9502152.01
Schedule 4
SCHEDULE 4
VALUATION COMPENSATION AND EQUITY
Part 3
Compensation
1. EARLY REDEMPTION PAYMENTS
1.1. The Qualifying Owner shall deliver to the Council no later than [10] Working Days
before the Contractual Completion Date:-
1.1.1. a statement confirming the amount of the Early Redemption Payment
payable to the Qualifying Owner on Completion; and
1.1.2. reasonable evidence that the Qualifying Owner has or will incur such
Early Redemption Payment, by way of a copy invoice, statement and/or
demand that demonstrates the amount(s) claimed in relation to the Existing
Home.
1.2. The Council shall only be obliged to pay those amounts forming part of the Early
Redemption Payment where:
1.2.1. such amount is included in the statement provided pursuant to
paragraph 1.1.1; and
1.2.2. reasonable evidence of such amount having been incurred is provided
pursuant to paragraph 1.1-2.
2. DISTURBANCE PAYMENTS
2.1. During the Scheme the Council will prepare and issue a policy to be known as the
"nisturbanc
,
. Paym.
,
nt Policy" whi
,
h:
2.1.1. details the aggregate total of the reasonable and proper expenses
(the "Disturbance Expenses") of the Qualifying Owner reasonably and
properly incurred as a consequence of or in connection with:
5 8
9502152,01
Schedule 4
2.1.1.1. the sale/transfer of the Existing Home under this Agreement;
2.1.1.2. the purchase/transfer of the Replacement Home including
the grant of the New Lease;
2.1.1.3. moving to the Replacement Home;
and for the avoidance of doubt such Disturbance Expenses include (but are not limited to):
2.1.1.4. reasonable costs incurred by the Qualifying Owner in
employing a Panel Valuer to advise on the Valuations and
other compensation entitlement pursuant to this Agreement
2.1.1.5. reasonable costs of employing the Qualifying Owner's
Solicitor to advise in relation to this Agreement and matters
arising from it (including entitlements under the
Compensation Code) or buying another home elsewhere
2.1.1.6. reasonable and proper costs of redirecting mail,
disconnections and reconnections, removal expenses and
alterations to furnishings;
2.1.2. may list a scale of flat rate payments for one or more Disturbance
Expenses (other than the costs of buying and selling the properties)
compliant with the Compensation Code;
and the Council may review and update or amend it from time to time.
2.2. The Council shall keep the Qualifying Owner informed as a minimum by General
Notification and shall ensure that an up to date version of the Disturbance Payment
Policy is published on the Dedicated Website at all times.
2.3. To claim the Disturbance Payment the Qualifying Owner shall deliver to the Council
no later than 20 Working Days after the Actual Completion Date:-
2.3.1. a statement of the total Disturbance Expenses which the Qualifying
Owner is claiming, together with a breakdown;
2.3.2. either:
5 9
9502152.01
2.3.2.1. evidence that the Qualifying Owner has incurred such
Disturbance Expenses, by way of copy invoices and/or
demands or other reasonable evidence;
2.3.2.2. if the Qualifying Owner use the services of a Panel Solicitor
or Panel Valuer, details of which (if set up) will be published on
the Dedicated Website, their fees and expenses will be paid by
the Council directly and will not need to be included in any
statement;
2.3.2.3. if the Qualifying Owner use the services of a removal
contractor who is a member of the Council's panel of
removal contractors, (if any), which, (if set up), will be
published on the Dedicated Website, their fees and
expenses will be paid by the Council directly and will not
need to be included in any statement;
2.3.2.4. the Qualifying Owner may accept the flat rate payments
listed in the Disturbance Payment Policy for one or more of
its Disturbance Expenses by serving written notice to that
effect in lieu of the evidence required by paragraph 2.3.2.1
and if it does so, the Qualifying Owner will not need to prove
its actual costs for that particular item(s).
2.4. The Council will assess such claim for Disturbance Payment in accordance with its
Disturbance Payment Policy and pay it to the Qualifying Owner within 20 Working Days
of agreement or determination of the proper amount.
2.5. If having submitted a statement in accordance with paragraph 2.1 further
Disturbance Expenses are incurred or are ascertained the Qualifying Owner shall give
details to the Council as soon as reasonably practicable together with the evidence
required by paragraph 2.3.1 and paragraph 2.3 shall apply.
2.6. If a Replacement Home Package is provided by the Council, (in accordance with
paragraph 2 of Schedule 3), no item included in the Replacement Home Package can
be included in the claim for Disturbance Payment.
6 0
Schedule 4
9502152.01
3. HOME IMPROVEMENTS COMPENSATION
3.1. During the Scheme the Council will prepare and issue a policy to be known as the
"Home Improvements Compensation Policy" which, amongst other things:
3.1.1. shall specify the criteria against which a Qualifying Owner will be entitled
to compensation for any reasonable and proper costs incurred by the
Qualifying Owner (and others qualifying owners) in connection with
improvements made to the Existing Home that are not reflected in the Market
Value of the Existing Home;
3.1.2. will state the level of compensation payable with reference to the said
specified criteria (the "Home Improvements Compensation");
3.1.3. will provide a sliding scale of rebates for decent homes payments which
will be payments for any Section 20 Charges not reflected in the Market Value
of the Existing Home;
3.1.4. shall state what the Qualifying Owner must do to claim Home
Improvements Compensation;
and the Council may review and update or amend it from time to time.
3.2. The Council shall keep the Qualifying Owner informed as a minimum by General
Notification and shall ensure that an up to date version of the Home Improvements
Compensation Policy is published on the Dedicated Website at all times.
3.3. The Council shall pay the Qualifying Owner any Home Improvements Compensation
to which it is entitled such payment to be assessed and paid in accordance with the
Home Improvements Compensation Policy.
4. HOME LOSS PAYMENT
4.1. The Home Loss Payment and Relevant Share shall be assessed in accordance with
the 1973 Act and paid on Completion;
COMPENSATION PACKAGE
5.1. If the Qualifying Owner transfers its interest in the Existing Home but is not to be
6 1
Schedule 4
9502152.01
Schedule 4
granted a New Lease then the Compensation Package shall comprise:-
5.1.1. the Relevant Share of the Home Loss Payment;
5.1.2. the Early Redemption Payment (if any);
5.1.3. the Disturbance Payment;
5.1.4. the Home Improvements Compensation (if any);
assessed and paid in accordance with or as directed by this Agreement.
5.2. If the Qualifying Owner transfers its interest in the Existing Home and is granted a
New Lease on Completion the Compensation Package shall comprise:-
5.2.1. the Early Redemption Payment (if any);
5.2.2. the Disturbance Payment;
assessed and paid in accordance with or as directed by this Agreement.
6. RIGHT TO BUY DISCOUNT: REPAYMENT WAIVER
Where the Existing Home was purchased by the Qualifying Owner before June 2011, on
the Actual Completion Date:
6.1. the Council shall waive the benefit of any rights or covenants (the "Repayment
Rights") it may have pursuant to sections 155, 155A and 155B of the Housing Act 1985
to recover some or all of the maximum amount it would otherwise be entitled to recover
pursuant to section 155A (the "Waiver");
6.2. the Council shall release:-
6.2.1. the Qualifying Owner and its successors in title from the Repayment
Rights;
6.2.2. any charge on the Existing Home which may have taken effect pursuant
to section 156 of the Housing Act 1985
together the "Release";
6 2
9502152.01
6.3. the Council shall enter into any such assurances as may reasonably be required by
the Qualifying Owner in connection with the Waiver and/or the Release to fully and
effectually complete the Waiver and the Release and without prejudice to the
generality of the foregoing will at its own expense sign or execute such documents
or forms as may reasonably be required by the Land Registry to remove any entries
on the registered title to the Existing Home which protect or relate to the Repayment
Rights.
7. MORTGAGEE ASSISTANCE
7.1. If the Qualifying Owner is unable to procure a mortgage to buy the Replacement
Home of similar amount or terms to its mortgage on the Existing Home the Council
will use its reasonable endeavours to facilitate the introduction of the Qualifying
Owner to an independent financial adviser who will help the Qualifying Owner to
obtain a mortgage.
8. PAYMENTS AND THE COMPENSATION CODE
Compensation payments made under this part of this Schedule are regulated by the
Compensation Code and nothing in this Agreement lessens the Qualifying Owner's
entitlement pursuant to the Compensation Code but there will be no double counting
and the Qualifying Owner is not entitled to claim for the same expense under the
Compensation Code and the terms of this Agreement.
6 3
Schedule 4
9502152.01
Schedule 4
SCHEDULE 4
VALUATION COMPENSATION AND EQUITY
Part 4
Qualifying Owner's Equity Share and Payments on Completion
1. CALCULATION OF QUALIFYING OWNER'S EQUITY SHARE
1.1. The Qualifying Owner's Equity Share shall be calculated by the formula:-
QOES = (A + B + C E) X 100
RHP- D
Where
QOES = the Qualifying Owner's Equity Share
A = the amount of money paid by the Qualifying Owner to the Council by way of part
payment of the Replacement Home Premium from its own resources and/or by way of
loan/mortgage (which shall not include any amount within B) Provided that the sum
represented by A must be equal to the Existing Home Mortgage Repayment Sum (and
can be more)
B = the sum of the Existing Home Purchase Price less the Existing Home Mortgage
Repayment Sum
C = the Relevant Share of the Home Loss Payment and (if any) the Home Improvement
Compensation
D = the Replacement Home Discount
E = Arrears
RHP = the Replacement Home Premium
1.2. The Qualifying Owner's Equity Share will be expressed as a percentage of the
6 4
9502152.01
Schedule 4
Replacement Home Premium (which shall unless and until it is increased
subsequently apply to the value of the Replacement Home from time to time) which
percentage share shall be recorded in the New Lease and/or by memorandum
endorsed on the New Lease from time to time.
1.3. For illustrative purposes and without any legally binding effect a worked example of
the calculation of the Qualifying Owner's Equity Share is attached to this Agreement at
Appendix 1.
1.4. If the Qualifying Owner's Equity Share is greater than 100% it shall be limited to
100% and the Council shall pay the Balance in accordance with paragraph 3.1.2.
1.5. If the Qualifying Owner's Equity Share is less than [any Minimum Share]
5
then the
Council shall regard the Qualifying Owner as having served a Withdrawal Notice.
1.6. Where there are Arrears as at the Actual Completion Date these shall remain due to
the Council from the Qualifying Owner notwithstanding Completion. If those Arrears
are paid to the Council in full within 6 months of the Actual Completion Date (such
date being inclusive) the Council shall (notwithstanding the delay in settling those
Arrears) recalculate the Qualifying Owner's Equity Share (removing the reference in
the Calculation to the figure represented by "E" in the calculation at paragraph 1.1 of
this Part 4) and the Qualifying Owner shall sign a memorandum prepared by the
Council recording the revised Qualifying Owner's Equity Share and such
memorandum shall be endorsed on the New Lease and the counterpart of the New
Lease.
2. PROCESS FOR ASCERTAINING THE QUALIFYING OWNER'S EQUITY SHARE
2.1. On or before the date which is [six] weeks before the Estimated Habitable Date, the
Council shall notify the Qualifying Owner of the level of any Arrears so that (pursuant
to paragraph 2.5 below) the Qualifying Owner and the Council can then agree the
amount of the Qualifying Owner's
.
Equity Share.
2.2. On or before the date which is [five] weeks before the Estimated Habitable Date, the
Qualifying Owner shall:-
5
Figure to be inserted as authorised by Cabinet but to be no greater than 25%
65
9502152.01
2.2.1. notify the Council of the amount of money it will pay to the Council from its
own resources (including any loan/mortgage) by way of part payment of the
Replacement Home Premium;
2.2.2. enclose with such written notice a calculation of the Qualifying Owner's
Equity Share together with:
2.2.2.1. a copy of any mortgage or loan offer;
2.2.2.2. a statement of the amount that the Qualifying Owner wishes
to pay (if any) from its own resources together with copy of
any bank account statement(s) showing sufficient cash
balance(s) from which such sum will be drawn
and shall subsequently supply such other evidence as the Council shall
reasonably require to enable the calculation of the Qualifying Owner's Equity
Share to be approved.
2.3. In the event that the sum represented by A in paragraph 1.1 is less than the Existing
Home Mortgage Repayment Sum the Council shall be entitled to either (at its
discretion):
2.3.1. accept the sum and approve the Qualifying Owner's Equity Share; or
2.3.2. treat this as service by the Qualifying Owner of a Withdrawal Notice.
2.4. The Council shall not unreasonably withhold or delay its approval to the calculation
of the Qualifying Owner's Equity Share.
2.5. On or before the date which is three weeks before the Estimated Habitable Date, the
Qualifying Owner and the Council shall seek to agree the amount of the Qualifying
Owner's Equity Share.
2.6. The provisions of paragraph 3.1.2.2, 3.2.2.2, 3.3 and 3.4 of Part 2 to this Schedule
shall apply.
6 6
Schedule 4
9502152.01
3. PAYMENT OF COMPLETION MONIES (REPLACEMENT HOME)
3.1. In circumstances where, on Completion, both the Existing Home Completion and the
Replacement Home Completion will take place, the amount payable by the Council on
Completion is:-
3.1.1. (subject to paragraph 1.1 of Part 1 to this Schedule) the Early Redemption
Payment;
3.1.2. (only where the Equity Percentage as calculated in accordance with this
Part of this Schedule is greater than 100%) an amount equivalent to the
Balance provided that where the Balance exceeds the aggregate total of
the Replacement Home Discount and the Relevant Share of the Home
Loss Payment Total and the Home Improvements Compensation (the
"Capped Sum"), then the Balance shall be deemed to be the Capped
Sum
and such sum(s) shall be paid by direct credit to the Qualifying Owner's Solicitors client
account.
3.2. On the Replacement Home Completion Date the sum payable (if any) by the
Qualifying Owner to the Council shall be the amount represented by "A" in the formula
contained in paragraph 1.1 which sum shall be paid by direct credit to the Qualifying
Owner's Solicitors client account.
3.3. Where payments are due from and to the Council pursuant to both paragraphs 3.1
and 3.2 the lower payment shall be set off against the higher payment and the party
from whom the higher payment is due shall pay the difference between the two sums
to the other which sum shall be paid by direct credit to the other party's solicitors
client account.
4. PAYMENT OF COMPLETION MONIES (NO REPLACEMENT HOME)
4.1. In circumstances where, on Completion, the only Completion that will take place is
the Existing Home Completion the amount payable by the Council is:-
4.1.1. the Existing Home Purchase Price;
6 7
Schedule 4
9502152.01
4.1.2. plus the Rel evant Share of the Home Loss Payment and the Earl y
Redemption Payment (if any);
4.1.3. plus or minus any other sum due from the Qualifying Owner or the Council
to the other under this Agreement where such other sum is due upon Existing
Home Completion;
4.1.4. minus the Arrears;
and such sum shall be paid by direct credit to the Qualifying Owner's Solicitors' client
account on Completion.
4.2. The Disturbance Payment and Home Improvement Compensation (if any) shall be
payable in accordance with Part 3 of this Schedule 4.
5. OTHER PAYMENTS
5.1. The Council shall pay the Qualifying Owner all other payments due in accordance
with this Schedule on Completion (if are capable of being calculated by Completion) or
within 10 Working Days of the date on which they are ascertained (calculated, approved
or determined as the case may be).
6 8
Schedule 4
9502152.01
Schedule 5
SCHEDULE 5
EXISTING HOME EARLY SALE WITHOUT REPLACEMENT HOME
PURPOSE
The parties acknowledge that there are various circumstances in which the Qualifying
Owner shall be entitled to sell its Existing Home to the Council where no
Replacement Home will be provided by the Council to the Qualifying Owner.
2. CALL VALUATION
Where, at any time before the Home Election Notice is served, the Qualifying Owner is
considering serving a Notice to Sell:
2.1. i t can request the Counci l to i nstruct a Panel Val uer, on no more than two
occasions;
2.2. as soon as reasonably practicable after the request the Council shall instruct the
Panel Valuer to prepare a No Scheme Market Value valuation for the Existing Home
and to provide a copy of that valuation to the Council, Qualifying Owner and Developer
within 2 weeks of receipt of such instruction;
2.3. the Panel Valuer's fees for preparing such Call Valuations shall be paid by the
Council, on no more than two occasions.
3. NOTICE TO SELL ENTITLEMENT
3.1. Subject to paragraph 3.2, in the following circumstances the Qualifying Owner may
serve a Notice to Sell:
3.1.1. subject to paragraph 3.1.2, at any time during this Agreement (other than
where the Qualifying Owner has served (or is deemed to have served) an
Acceptance Notice and has not subsequently served a Withdrawal Notice);
and/or
3.1.2. where the Replacement Home Completion has not taken place on or
before the Long Stop Date (save where: (a) Completion has not occurred
because the Qualifying Owner was not ready, willing and able to do so on
6 9
9502152.01
Schedule 5
the Contractual Completion Date and/or (b) a valid Post Long Stop
Completion Notice has been served on or before the date of the Notice to
Sell); and/or
3.1.3. where the Council has served a Failure Notice on the Qualifying Owner so
that for the avoidance of doubt the Qualifying Owner shall not be able to
serve a Notice to Sell after the termination of this Agreement pursuant to
Clause 4 (meaning that the Qualifying Owner must respond within the 2
month period referred to in Clause 4).
3.2. The right to serve a Notice to Sell is suspended from and including the date on
which the Council serves a Suspension Notice (as defined by paragraph 5.1.2)
provided that service of a Suspension Notice shall not affect any valid Notice to Sell
served by the Qualifying Owner on the Council before the date of service of the
Suspension Notice and the provisions of this Schedule shall continue to apply and
operate.
4. NOTICE TO SELL PROCEDURE
4.1. A Notice to Sell served by the Qualifying Owner:-
4.1.1. must refer to the date and parties to this Agreement and to the Existing
Home;
4.1.2. must specify a completion date for the sale and purchase of the Existing
Home Provided That such completion date must:
4.1.2.1.
be no less than [8/10 weeks]
6
from the date of service and
no more than 14 weeks from the date of service of the Notice
to Sell (save that if the Council has served or serves a
Council Notice (as defined in the definition of Contractual
Completion Date) and the Contractual Completion Date in
the Council Notice is earlier than that identified in a Notice to
Sell, the date in the Council Notice shall prevail); and
4.1.2.2. be on a Working Day; and
6
SNRD: timing to be discussed with Ashfords.
7 0
9502152.01
4.1.3. (if paragraph 4.3 applies) must confirm whether it accepts or disputes the
Early Sale Valuation.
and any Notice to Sell which fails to comply with paragraphs 3.1.1 and 3.1.2 shall be null
and void and of no effect.
4.2. On the service of a valid Notice to Sell the following provisions shall apply:
4.2.1. (if the Qualifying Owner was so entitled) the Qualifying Owner will no
longer be entitled to a Replacement Home under this Agreement and all the
provisions relating to the grant and acceptance of a New Lease and the
Replacement Home within this Agreement shall determine and cease to have
any effect;
4.2.2. those parts of this Agreement that relate to the sale and purchase of the
Existing Home shall remain unaffected and the parties will be obliged to
complete the sale and purchase of the Existing Home in accordance with the
relevant provisions of this Agreement;
4.2.3. the completion date specified for the sale and purchase of the Existing
Home in accordance with paragraph 4.1 shall be deemed to be the
Contractual Completion Date for the purposes of this Agreement
4.3. Where before the service of the Notice to Sell either:
4.3.1. a Call Valuation was called for and issued; and/or
4.3.2. a Home Election Notice has been served
and the most recent of such valuations are no more than 6 months old, then the
most recent of those No Scheme Market Value valuations (the "Early Sale
Valuation") shall apply and the Qualifying Owner must confirm in the Notice to Sell
s
v
.,h
e
th
er
;4. "
-
sr +ke, CAihns VV +1-,n ("It
IL L-1101aLALGO LI L...CAI ...ICA... V CAILACALIat I. V V I LI ek... s.a(LAcmly IIy
Owner fails to so confirm in the Notice to Sell, then it shall be deemed to accept the
Early Sale Valuation.
4.4. If no such valuations have been issued or are all more than 6 months old then:
4.4.1. the Council shall instruct a Panel Valuer as soon as reasonably
71
Schedule 5
9502152.01
Schedule 5
practicable (and in any event, not later than 2 weeks after service of the
Notice to Sell) to prepare a No Scheme Market Value valuation (also an
"Early Sale Valuation") for the Existing Home and to provide a copy of the
Early Sale Valuation to the Council, Qualifying Owner and Developer within 1
week of such instruction;
4.4.2. within 2 weeks of the service of the Early Sale Valuation, the Qualifying
Owner must confirm to the Council whether it accepts or disputes the Early
Sale Valuation;
4.4.3. where the Qualifying Owner fails to so confirm, then it shall be deemed to
accept the Early Sale Valuation.
4.5. If the Qualifying Owner notifies the Council in the Notice to Sell or under
paragraph 4.4.2 that it disputes the Early Sale Valuation then paragraph 1 of Part 2 of
Schedule 4 shall apply.
4.6. Subject to paragraph 4.7:
4.6.1. If the Qualifying Owner accepts (or is deemed to accept) the Early Sale
Valuation then the value in the Early Sale Valuation shall be the Existing
Home Purchase Price for the purposes of this Agreement.
4.6.2. If the Early Sale Valuation was referred to the Panel Dispute Valuer and
has been determined as at the date which is [10 Working Days] before the
Contractual Completion Date then the Existing Home Purchase Price shall be
as determined under paragraph 1 of Part 2, Schedule 4 for the purposes of
this Agreement.
4.6.3. If the Early Sale Valuation was referred to the Panel Dispute Valuer and
has not been determined as at the date which is [10 Working Days]
before the Contractual Completion Date then the value in the Early Sale
Valuation shall be the Existing Home Purchase Price for the purposes of
Completion.
4.6.4. If the Early Sale Valuation was referred to the Panel Dispute Valuer and
within [10 Working Days] before the Contractual Completion Date, the Panel
Dispute Valuer has not yet determined a relevant valuation dispute
7 2
9502152.01
Schedule 5
then within 4 weeks of such determination:
4.6.4.1. where the Early Sale Valuation is subsequently determined
to be higher than the Existing Home Purchase Price then the
Council shall pay the difference between the Existing Home
Purchase Price and the newly determined Early Sale Valuation
(including the difference in Home Loss Payment) and for the
avoidance of doubt where paragraph 4.7 applied (so that the
Existing Home Acquisition Price was the Existing Home
Purchase Price as at Completion) this will be the difference
between the Early Sale Valuation and the Existing Home
Acquisition Price; or
4.6.4.2. where the Early Sale Valuation is subsequently determined
to be lower than the Existing Home Purchase Price then:
(1) where paragraph 4.7 applied (so that the Existing
Home Acquisition Price was the Existing Home
Purchase Price as at Completion) no difference shall
be payable by either party;
(2) where paragraph 4.7 did not apply (so that the Existing
Home Acquisition Price was not the Existing Home
Purchase Price as at Completion)
(a) where the Early Home Valuation is also
subsequently determined to be lower than the
Existing Home Acquisition Price, the Qualifying
Owner shall pay to the Council the difference
between the Existing Home Acquisition Price and the
Existing Home Purchase Price (including the
difference in the Relevant Share of the Home Loss
Payment);
(b) where the Early Home Valuation is subsequently
determined to be greater than the Existing Home
Acquisition Price, the Qualifying Owner shall pay to
7 3
9502152.01
Schedule 5
the Council the difference between the newly
determined Early Sale Valuation and the Existing
Home Purchase Price (including the difference in
relation to the Relevant Share of the Home Loss
Payment);'
4.7. Where, as at the date which is 10 Working Days before the Contractual Completion
Date, the Early Sale Valuation (whether this is agreed, deemed to be agreed,
determined or yet to be determined) is less than the Existing Home Acquisition
Price, then the Existing Home Acquisition Price shall be the Existing Home
Purchase Price for the purposes of this Agreement.
5. SUSPENSION OF SCHEDULE 5
5.1. If a Section 34A Application is submitted and/or a Section 34A Challenge is issued:-
5.1.1. this Agreement will remain in effect; but
5.1.2. the Council may give written notice (a "Suspension Notice") to the
Qualifying Owner to temporarily suspend the provisions of this Schedule 5
and any Notice To Sell served after the date of service of a Suspension
Notice shall be of no effect.
5.2. For the avoidance of doubt, the Council may give more than one Suspension Notice
but no more than one Suspension Notice may be served per Section 34A
Application.
5.3. A valid Notice To Sell served before the date of service of a Suspension Notice shall
continue to have effect and the Council shall purchase such property on the Contractual
Completion Date in accordance with the terms of this Agreement.
5.4. If
5.4.1. a Valid Section 34A Application is made;
Interest payments and penalty default for non-payment?
74
9502152.01
5.4.2. a Secti on 34A Chall enge has been i ssued (i n respect of which the
prospects of success have at any point during the progress of the Section 34A
Challenge been determined by leading counsel acting for the Council as being
less than 50%);
in relation to the disposal of part of the Scheme to a housing association that
includes the Existing Home and the building and common areas of which it
forms part; or
5.4.3. either:
5.4.3.1. the Council is unconditionally committed to disposing of the
relevant land to the relevant housing provider pursuant to a
Valid Section 34A Application or as result of a successful
Section 34A Challenge; or
5.4.3.2. such disposal has taken place,
the Council may immediately serve written notice on the Qualifying Owner
terminating this Agreement ("Termination Notice") and upon service of a
Termination Notice this Agreement shall be at an end.
5.5, If any Section 34A Application is rejected and that decision is not subject to a
Section 34A Challenge, or if it is subject to a Section 34A Challenge the challenge
has confirmed the rejection (and is not capable of any further appeal or if capable
of further appeal the deadline for filing any appeal has passed without any appeal
having been issued), the Council shall forthwith serve written notice on the
Qualifying Owner that the suspension is ended ("Resumption Notice") and upon
service of the Resumption Notice the provisions of this Schedule 5 shall be in full
force and effect.
5.6. Once 24 months have passed from the date of the Suspension Notice the
Resumption Notice will be deemed to have been served.
7 5
Schedule 5
9502152.01
Schedule 6
SCHEDULE 6
MISCELLANEOUS
1. SERVICE AND DELIVERY OF NOTICES AND OTHER DOCUMENTS
1.1. By no later than 3 months after the date hereof, the Council shall set up a website
(the Dedicated Website) specifically relating to the Scheme to:-
1.1.1. provide interested parties (including the Qualifying Owner) with regular
updates and information relating to the Scheme;
1.1.2. publish all relevant minutes of Council meetings, public notices, notices
and decisions relating to planning applications, notices of all relevant
proceedings and all other notices or information which is disclosable to the
public relating to the Scheme;
1.1.3. all newsletters of the kind referred to in paragraph 1.3.2;
1.1.4. post notices pursuant to this Agreement where this Agreement provides
for matters to be notifiable by "General Notification"; and
1.1.5. provide information required by the terms of this Agreement where this
Agreement provides for information to be published or posted on the
Dedicated Website.
1.2. The Council shall keep the Dedicated Website up to date and populated at regular
intervals to the intent that the Qualifying Owner and other interested parties shall be as
fully informed about the Scheme through the Dedicated Website as is reasonably
practicable.
1.3. Notwithstanding the rest of this paragraph 1, if something is expressed in this
Agreement to be notifiable by way of "General Notification" (but not otherwise) then such
notice can be served, given or provided by:-
1.3.1. the Council posting the relevant information on the Dedicated Website,
(or, where appropriate, posting a link to the appropriate pages of the
Council's website) established in connection with the Scheme; and/or
7 6
9502152.01
1.3.2. the Council and/or the Developer circulating a residents newsletter or
bulletin which contains the relevant information within it
and such relevant information does not have to be addressed to the Qualifying Owner
directly.
1.4 A notice required or authorised by this Agreement must be in writing and should be
addressed to:-
1.4.1. in the case of the Qualifying Owner to: the Existing Home and marked for
the attention of the Qualifying Owner from time to time; and
1.4.2. in the case of the Council to: Town Hall, King Street, London W6 9JU and
marked for the attention of: [ ] or such other address or details as
the Council may notify the parties of from time to time.
1.5. Giving a notice or delivering a document to a party's conveyancer at the address
and quoting the reference (if any) stated in this Agreement (or such other
replacement conveyancer as has been notified to the parties from time to time) has
the same effect as giving or delivering it to that party.
1.6. Where delivery of the original document is not essential, a notice or document is
validly given or sent if it is sent by fax (but it is not validly given or sent if sent by e
mail).
1.7. Subject to paragraphs 1.8 and 1.9, a notice is given and a document delivered when
it is received.
1.8. A notice or document sent through the document exchange is received when it is
available for collection. A notice or document which is received after 4.00 pm on a
Working Day, or on a day which is not a Working Day, is to be treated as having been
received on the next Working Day.
1.9. A notice or document sent by the following means is treated as having been
received as follows:-
1.9.1. by first class post: before 4.00 pm on the second working day after
posting (and "first class post" means a postal service which seeks to
7 7
Schedule 6
9502152.01
Schedule 6
deliver posted items no later than the next working day in all or the majority of
cases and includes special and recorded delivery);
1.9.2. by second class post: before 4.00 pm on the third working day after
posting;
1.9.3. through a document exchange: before 4.00 pm on the first working day
after the day on which it would normally be available for collection by the
addressee;
1.9.4. by fax: one hour after despatch.
1.10. In addition:-
1.10.1. any notice addressed to a party by name shall not be rendered invalid by
reason of the party having died, become insolvent or changed name, whether
or not the party serving notice is aware of the fact;
1.10.2. any notice required to be given by a party may be given on that party's
behalf by that party's conveyancer;
1.10.3. a notice shall be considered as given to a party if delivered to the address
given for that party in this agreement. If such party shall wish, during the
currency of this agreement, to nominate an alternative address for service,
such other address shall only be deemed to be substituted for the original
address for service when such party's conveyancer shall have advised the
other party's conveyancer in writing of such alternative address and such
advice shall have been acknowledged in writing by the other party's
conveyancer; and
1.10.4. the foregoing provisions of this paragraph 1 shall also apply (mutatis
mutandis) to the delivery of documents.
1.11. Standard Condition 1.3 does not apply.
2. INFORMATION AND HOUSING ADVISER
2.1. The Council shall update the Qualifying Owner at regular intervals (and not less than
7 8
9502152.01
Schedule 6
once every six (6) months, on the following matters:
2.1.1. the location and extent of the phase of the Scheme within which the
Existing Home falls to be demolished;
2.1.2. the location and extent of the Qualifying Owner's Phase;
2.1.3. (for so long as the Qualifying Owner is entitled to a Replacement Home)
whether there are any homes the Qualifying Owner may be able to bid for to
be the Replacement Home under this Agreement, in advance of the Estimated
Habitable Date
and may be made by way of General Notification.
2.2. The Council shall allocate a Housing Advisor and shall procure that the Housing
Adviser is available (by telephone, e mail or other correspondence and (subject to
prior engagements) to meet in person) during usual business hours and is able to
and does provide the Qualifying Owner with the information in answer to any
reasonable questions raised by the Qualifying Owner.
2.3. Without prejudice to paragraph 2.2 the Housing Advisor will discuss the options and
choices available with regard to the allocation of the Replacement Home in good time,
so that the information contained in or supplied with the Home Election Notice shall
not be a surprise to the Qualifying Owner, and the Council will give due consideration
to the reasonable requirements and preferences expressed by the Qualifying Owner
and use reasonable endeavours to meet such requirements or preferences where it is
practicable for it to do so.
2.4. The Council will provide information to the Qualifying Owner and other interested
parties as to the nature and extent of services required in or at the Building.
2.5. Compliance with this paragraph 2 is a general commitment from the Council and
shall not lessen the Council's specific obligations set out elsewhere in this
Agreement and in the case of conflict such obligation shall prevail over this
paragraph 2
7 9
9502152.01
3. REGISTRATION AT THE LAND REGISTRY
3.1. The Council shall not be entitled to note this Agreement against the Qualifying
Owner's registered title other than by virtue of a unilateral notice.
3.2. The Qualifying Owner shall not be entitled to note this Agreement at the Land
Registry.
3.3. Neither the Council nor the Qualifying Owner shall (without the written consent of
the other (which may be withheld in that party's absolute discretion)) send either the
original or a copy of this Agreement to the Land Registry Provided always that this
Clause shall not prevent either party making an application for registration of its title
following Completion.
NON MERGER
4.1. So far as they remain to be performed or observed the provisions of this Agreement
shall continue in full force and effect notwithstanding Completion.
5. ENTIRE AGREEMENT
5.1. This Agreement contains the entire agreement between the parties and may only be
varied or amended by a document signed by or on behalf of all of the parties.
5.2. The Qualifying Owner has been given all reasonable opportunity to take legal advice
and has either taken such advice or declined to do so.
5.3. The Council has been consulting the Qualifying Owner (amongst others) regarding
the basis on which it would acquire the Existing Home and to whom and on what
basis it would offer a Replacement Home as part of the Scheme. The Qualifying
Owner acknowledges that it is entering into this Agreement without placing any
reliance upon any representation or statement (written or oral) which may have
been made by the Council cisr any agent, advisor or other person acting for the
Council as part of that consultation or otherwise and the Council shall not have any
rights in relation to any such representation or statement save where made in this
Agreement.
6. INSOLVENCY
8 0
Schedule 6
9502152.01
6.1. For the purposes of this paragraph 6 "Insolvent" means:
6.1.1. in relation to a company or corporation any of the following:-
6.1.1.1. any step is taken in connection with any voluntary
arrangement or any other compromise or arrangement for
the benefit of any creditors of such company or corporation
or
6.1.1.2. an application is made for an administration order in relation
to such company or corporation or
6.1.1.3.
in relation to such company or corporation, the appointment of
an administrator, the filing of documents with the court for the
appointment of an administrator or the giving of notice of
intention to appoint an administrator by such company or
corporation or its directors, or by a qualifying floating charge
holder (as defined in paragraph 14 of Schedule B1 to the
Insolvency Act 1986) or
6.1.1.4. a receiver or manager is appointed in relation to any property
or income of such company or corporation or
6.1.1.5. a liquidator is appointed in respect of such company or
corporation or
6.1.1.6.
a voluntary winding up of such company or corporation is
commenced, except a winding up for the purpose of
amalgamation or reconstruction of a solvent company in
respect of which a statutory declaration of solvency has been
filed with the Registrar of Companies or
6.1.1.7. a petition is made for a winding up order for such company
or corporation or
6.1.1.8. the occurrence at any time of any event or events in relation
to such company or corporation in a territory outside the
United Kingdom where at such time such company or
8 1
Schedule 6
9502152.01
Schedule 6
corporation has its centre of main interests being an event or
events which under the Law of that territory at such time
have a similar effect as one or more of any of the events
previously described in this definition if such event or events
so previously described had occurred in the United Kingdom
and such company or corporation had had its centre of main
interests in the United Kingdom and
6.1.2. in relation to an individual:-
6.1.2.1. the taking of any step in connection with any voluntary
arrangement or any other compromise or arrangement for the
benefit of any creditors of such individual or
6.1.2.2. the presentation of a petition for a bankruptcy order or the
making of a bankruptcy order against such individual or
6.1.2.3. the occurrence at any time of any event or events in relation
to such individual in a territory outside the United Kingdom
where such individual has his centre of main interests being an
event or events which under the Law of that territory at such
time have a similar effect as one or more of any of the events
previously described in this paragraph (b) if such event or
events so previously described had occurred in the United
Kingdom and such individual had had his centre of main
interests in the United Kingdom
and "Insolvency" shall be construed accordingly
6.2. If:
6.2.1. the Qualifying Owner becomes Insolvent (or where the Qualifying Owner
consists of two or more persons any of such persons becomes Insolvent)
prior to Completion;
6.2.2. the Qualifying Owner is a company or corporation and is either struck off
from the Register of Companies at the Companies Registry or otherwise
ceases to exist (or if the Qualifying Owner consists of two or more
8 2
9502152.01
Schedule 6
persons and any such person is a company or corporation which is either
struck off from the Register of Companies at the Companies Registry or
otherwise ceases to exist)
then in any of such circumstances:-
6.2.3. the Qualifying Owner shall automatically lose its right to be granted a New
Lease with effect from the date on which Insolvency occurs; and
6.2.4. the Council may serve written notice on the Qualifying Owner to terminate
this Agreement and on the expiry of such notice this Agreement shall cease
and determine save that:-
6.2.4.1. such determination shall be without prejudice to the rights or
remedies that may have occurred prior to it; and
6.2.4.2. the Qualifying Owners rights under Legislation shall not be
affected by such determination;
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
7.1. Unless otherwise stated in this Agreement, a person who is not a party to this
Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce
or have the benefit of any term of this Agreement but this does not affect any right or
remedy of a third party which exists or is available apart from that Act.
8. COUNTERPARTS
8.1. This Agreement may be executed in any number of counterparts, all of which when
taken together shall constitute one and the same instrument.
9. GOVERNING LAW AND JURISDICTION
9.1. This Agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the laws of England and Wales.
9.2. The parties hereby submit to the exclusive jurisdiction of the High Court of England
and Wales in relation to any dispute or claim arising out of or in connection with this
8 3
9502152.01
Schedule 6
Agreement or in relation to its existence or validity (including non-contractual disputes
or claims).
10. DEVELOPMENT RIGHTS
10.1. Whilst this Agreement remains in effect, the Qualifying Owner shall waive all rights
to light and air over any adjoining land that may be affected by the Scheme and its
development and shall consent to any reasonable oversailing or any other rights
reasonably required to undertake the Scheme provided that nothing in this
paragraph shall prejudice the Qualifying Owner's rights after this Agreement shall
have come to an end.
11. COMPULSORY POSSESSION NOTICES
11.1. The Council may make and implement a Compulsory Purchase Order.
11.2. The Qualifying Owner shall not object to a Compulsory Purchase Order being made
in respect of the Existing Home.
11.3. The Counci l shal l not enf orce a Compul sory Possessi on Order agai nst the
Qualifying Owner in respect of the Existing Home unless the Qualifying Owner has
failed to complete the sale of the Existing Home and give vacant possession of the
Existing Home to the Council in accordance with the terms of this Agreement.
12. LENDER
The Qualifying Owner shall:
12.1. noti f y i ts Lender of the exi stence of , and the obl i gati ons contai ned i n, thi s
Agreement;
12.2. regularly liaise with the Lender to enable the Lender to provide the Qualifying Owner
with the information that the Qualifying Owner needs in order to comply with its
obligations in accordance with the terms of this Agreement;
8 4
9502152.01
Signed by Name
on behalf of the Council
Signed by Name and Name
Qualifying Owner(s)
Signed by Name
Third Party Occupier
85
9502152.01
APPENDIX 1
WORKED EXAMPLE QUALIFYING OWNER'S EQUITY SHARE
8
Market Value of the Existing Home 200,000
Mortgage on the Existing Home 90,000
Market Value of the Replacement Home 400,000 RHP
(Replacement Home Premium)
Assume that the Qualifying Owner will borrow the 90,000 A
same amount as is owing on the Existing Home and the
Qualifying Owner will not be contributing other sums
from its own resources
The sum ("equity") the Qualifying Owner would 110,000 B
receive after paying off the mortgage
Relevant Share of the Home Loss Payment (assume 20,000 C
100%)
Qualifying Owner's minimum contribution to the (A + B) 200,000
Replacement Home Premium (the Existing Home
Purchase Price)
Replacement Home Discount at 10% 40,000 D
8 PM- To be reviewed.
8 6
9502152.01
Qualifying Owner's Equity Share
Qualifying Owner's Equity Share
(A + B + 218,000 C-
E)
divided by
RHP - D 360,000
0.60555
X 100 = 60.56
60. 56% QOES
8 7
Arrears 2,000 E
9502152.01
APPENDIX 2
TRANSFER
[We anticipate that a form of transfer will be appended to the contract. This will need to be
amended, according to the particular circumstances of each title/transaction but should be
based on a standard form TP1, being the transfer of whole.]
8 8
9502152.01
APPENDIX 4
FORM OF NOTICE TO SELL
London Borough of Hammersmith & Fulham
Town Hall
King Street
London W6 9JU
For the attention of: [
Dear Sirs
EARLS COURT REDEVELOPMENT: STANDARD PURCHASE CONTRACT
NOTICE TO SELL THE EXISTING HOME
1. BACKGROUND
1.1. I refer to the Standard Purchase Contract dated ...................................... 20.....
1.2. This was made between (1) The Mayor and Burgesses of the London Borough of
Hammersmith and Fulham and (2) ................................................
1.3. The address of the Exi sti ng Home i n the Standard Purchase Cont ract i s
2. COMPLETION
2.1. I am entitled to serve a Notice to Sell under Schedule 5 of the Standard Purchase
Contract. I wish to exercise my right to an early sale.
2.2. We shall complete on .................................................. 20................ and this shall be the
"Contractual Completion Date" for the purposes of the Standard Purchase Contract.
8 9
9502152.01
2.3. Thi s i s a date no l ess than 10 weeks and no more than 14 weeks from today.
3. VALUATIONS
3.1. Within the last 6 months before today, I have:
(a) not received a Home Election Notice or a Call Valuation (as these terms are
defined in the Standard Purchase Contract)
OR
(b) received a Home Election Notice or a Call Valuation and I accept the Early Sale
Valuation set out in the most recent notice
OR
(c) received a Home Election Notice or a Call Valuation and I dispute the Early Sale
Valuation set out in the most recent notice
3.2. I acknowl edge that i f I di spute one or more of the val uati ons, that val ue may go up
or down.
9 0
9502152.01
APPENDIX 5
FORM OF ACCEPTANCE NOTICE
London Borough of Hammersthith & Fulham
Town Hall
King Street
London W6 9JU
For the attention of: [
Dear Sirs
EARLS COURT REDEVELOPMENT: STANDARD PURCHASE CONTRACT
ACCEPTANCE NOTICE
1. BACKGROUND
1.1. I refer to the Standard Purchase Contract dated ................................... 20....
1.2. This was made between (1) The Mayor and Burgesses of the London Borough of
Hammersmith and Fulham and (2) ................................................
1.3. The address of the Exi sti ng Home i n the Standard Purchase Cont ract i s
2. ACCEPTANCE
2.1. I have received a Home Election Notice. I want to take a Replacement Home in the
new Scheme.
2.2. I understand that, on servi ce of thi s noti ce, I am commi tted to compl ete the
purchase of the Replacement Home on the Contractual Completion Date, which the
Council shall confirm later. I also understand that on service of this notice, I lose my
9 1
9502152.01
right to an earl y sale.
3. VALUATIONS/DISPUTE ELECTION
3.1. With regard to the Valuations recei ved wi th the Home El ection Notice:
(a) I accept the Valuations. I do not wish to dispute either of these under the Standard
Purchase Contract.
OR
(b) [I have served a Valuation Dispute Notice and do not accept the Existing
Home Valuation. I wish to dispute the [No Scheme Market Value / the
Scheme Based Market Value] and have required the Council to refer this
valuation to the Panel Dispute Valuer.]
OR
(c) I have served a Valuation Dispute Notice and do not accept the Existing Home
Valuations. I wish to dispute the No Scheme Market Value and have required the
Council to refer this valuation to the Upper Tribunal.
3.2. Wi th regard to the Repl acement Home Val uati on recei ved wi th the Home El ecti on
Notice:
(a) I accept the Replacement Home Valuation. I do not wish to dispute
this. OR
(b) I have served a Valuation Dispute Notice and do not accept the Replacement
Home Valuation. I wish to dispute this and have required the Council to refer this
valuation to the Panel Dispute Valuer.
3.3. I acknowl edge that i f I di spute one or more of the val uati ons, that val ue may go up
or down.
9 2
9502152.01
DATED 20111
(1) THE MAYOR AND BURGESSES OF THE
LONDON BOROUGH OF HAMMERSMITH AND
FULHAM
(2) [OWNER]
(3) [THIRD PARTY OCCUPIER]
ADVANCE PURCHASE CONTRACT
(NON-QUALIFYING OWNER)
FOR THE SALE AND PURCHASE OF THE
EXISTING HOME
AshFords
www.ashfords.co.uk
9501716.01
Memorandum of Telephone Exchange
Date:
Time:
Name and Firm of Solicitor exchanging for
Council:
Name and Firm of Solicitor exchanging for
Owner:
Law Society Formula A, B or C
Deposit: NIL
Contractual Completion Date: To be determined pursuant to this Agreement
Variations to undertakings (if any):
SCHEDULE 1 ................................................................................................................................. 17
SALE OF THE EXISTING HOME.................................................................................................... 17
SCHEDULE 2 .................................................................................................................................. 27
VALUATION COMPENSATION AND EQUITY............................................................................... 27
VALUATION COMPENSATION AND EQUITY............................................................................... 31
SCHEDULE 2 .................................................................................................................................. 34
VALUATION COMPENSATION AND EQUITY............................................................................... 34
SCHEDULE 3 .................................................................................................................................. 40
MISCELLANEOUS .......................................................................................................................... 40
APPENDIX 1.................................................................................................................................... 50
TRANSFER...................................................................................................................................... 50
APPENDIX 2.................................................................................................................. 51
FORM OF COMPLETION NOTICE......................................................................................... 51
APPENDIX 3.................................................................................................................................... 53
FORM OF VALUATION DISPUTE NOTICE................................................................................... 53
PARTICULARS
Date of Agreement:
Existing Home: [Freehol d/l easehol d] propert y known as [
] and registered at the Land
Registry under Title Number [ ].
Owner: [ ] and
[ ]
of the Existing Home
Third Party Occupier: means all of the following:
[ ]
[ ]
all of the Existing Home
Council: [The Mayor and Burgesses of the London Borough of
Hammersmith And Fulham] of [Town Hall, King
Street, London W6 9JU]
Council's Solicitors: [ ] (Ref: [ ]) (or such other
solicitor as the Council may notify the parties of from time
to time)
Owner's Solicitors: [ ] (Ref: [ ]) (or such other
solicitor as the Owner may notify the parties of from time to
time)
9501716.01
THIS AGREEMENT is made on the date specified in the Particulars between the Council, the
Owner and the Third Party Occupier (if any) specified in the Particulars.
IT IS AGREED AS FOLLOWS:
1. INTERPRETATION
1.1. The defi ni ti ons and rul es of i nterpretati on set out i n thi s cl ause appl y i n thi s
Agreement:-
1973 Act means the Land Compensation Act 1973
1994 Act means the Law of Property (Miscellaneous Provisions) Act 1994
Actual Completion
Date
Arrears
Compensation Code
means the date on which Completion actually takes place
means any rents, service charge, insurance charges and/or any
other sums due and payable from the Owner to the Council
(whether payable before or after Completion) pursuant to any
lease of the Existing Home and unpaid as at Completion
means the statutory frameworks and case law for assessing the
compensation payable to landowners and others affected by
proposals for compulsory purchase of land comprised in the Land
Compensation Acts 1961, the Compulsory Purchase Act 1965, the
1973 Act and other Legislation that applies from time to time or such
other replacement statutory framework for assessment as may
become law during the currency of this Agreement
Compensation means t he aggregate compensat i on t o be det ermi ned i n
Pnnknga r-scsnr rinr
,
p x
m
ith Scharh IIP
Completion means completion of the sale and purchase of the Existing Home
pursuant to this Agreement
3
Completion Notice
means a notice served by the Owner on the Council requiring the
Council to purchase the Existing Home in accordance with the
provisions of Schedule 1 and such notice shall be in the form (or
substantially in the form) of the notice attached at Appendix 2 or
such other form as the Council may notify the Owner is a Completion
Notice from time to time
Compulsory Purchase means a legally enforceable order made pursuant to Legislation
Order which entitles the Council to acquire (amongst other things)
the
Existing Home irrespective of the agreement of the Owner
Contractual means as appropriate:-
Completion Date
(a) the earlier of:
(i) the date specified in the Completion Notice
provided that such date shall be no earlier than [10]
weeks and no later than 14 weeks from and
including the date of service of the Completion
Notice; and
(ii) the date specified in a written notice ("Council
Notice") served by the Council on the Owner
Provided That such date shall:
(aa) be at least 21 days after the date of
service of the Council Notice; and
(bb) be no earlier than the Nine Month Notice
Date; or
(b) such other date as the Council and the Owner may agree
in writing (in their absolute discretion)
Council's Valuation means the Existing Home Valuation prepared pursuant to
paragraph 3.1 of Part 1 of Schedule 2
4
Dedicated Website means the website to be set up by the Council in accordance with
paragraph 1 of Schedule 3
Developer means the developer or other relevant entity under or pursuant to
the Scheme Agreement
Disturbance Payment means the payment for Disturbance Expenses assessed
calculated and payable in accordance with paragraph 3 of Part 3 to
Schedule 2
Disturbance Payment means the disturbance payment policy the Council has prepared
Policy and published in accordance with paragraph 3 of Part 3 to
Schedule 2 as updated from time to time
Early Redemption means the reasonable, and proper redemption penalties or fees
Payment which the Owner reasonably and properly incurs on the
redemption of one or more mortgage or charge secured against the
Existing Home as at Completion provided that
(a) such penalties and fees are incurred as a consequence
of the Existing Home being sold pursuant to this
Agreement; and
(b) such mortgage(s) was taken out prior to July 2011 or if
later it was taken out to refinance a prior fixed term
mortgage or charge
calculated and payable in accordance with paragraph 2 of Part 3 of
Schedule 2
5
means the sum determined to be the "Existing Home Purchase
Price" in accordance with Schedule 2 of this Agreement
means a valuation for the Existing Home carried out in
accordance with the principles set out in paragraph 1 of Part 1 of
Schedule 2
means written notice served by the Council on the Owner
notifying them that the Scheme and/or Owner's Phase is not
proceeding
has the meaning set out in paragraph 1.1 of Schedule 3
means compensation for home improvements assessed
calculated and payable in accordance with paragraph 4 of Part 3
of Schedule 2
means the compensation policy the Council has prepared and
published in accordance with paragraph 4 of Part 3 of Schedule 2 as
updated from time to time
means ten per cent of the Existing Home Purchase Price provided
that the Home Loss Payment:-
(a) must be no less than 4,700 or such other amount as
may be prescribed by section 30(1) of the 1973 Act as at
the Contractual Completion Date (the "Minimum") and
where the Home Loss Payment would otherwise be less
than the Minimum then the Home Loss Payment shall be
deemed to be the Minimum; and
(b) must be no greater than 47,000 or such other amount
as may be prescribed by section 30(1) of the 1973 Act as
at the Contractual Completion Date (the "Maximum") and
where the Home Loss Payment would otherwise be more
than the Maximum then the Home Loss Payment shall be
deemed to be the Maximum
Existing Home
Purchase Price
Existing Home
Valuation
6
Failure Notice
General Notification
Home Improvements
Compensation
Home Improvements
Compensation Policy
Home Loss Payment
Insurance Risks
Legislation
means fire, lightning, explosion, riot, civil commotion, strikes,
labour and political disturbances, malicious damage, acts of
terrorism, storm, tempest, flood, bursting or overflowing of water
tanks and pipes, damage by aircraft and aerial devices and
articles dropped from them, impact, earthquake, accidental
damage (howsoever caused), subsidence, ground slip or heave
means any statute or any order, instrument or regulation made
under it, or any notice or order issued by a government
department, the legislative making institutions of the European
Union, a United Kingdom Government minister or a local public
regulatory or other authority
Lender means the party or parties with the benefit of each and every
charge over the Existing Home
Market Value
means the market value comprising the estimated amount for
which the Existing Home should exchange between a willing buyer
and a willing seller at the date of the valuation in an arm's-length
transaction after proper marketing wherein the parties had each
acted knowledgeably, prudently and without compulsion, on the
basis that it is assessed in accordance with Practice Statement 3.2
of the sixth edition of the RICS Valuation Standards but subject to
sections 14 16 of the Land Compensation Act 1961 (as
substituted by section 232 of the Localism Act 2011)
Nine Month Notice has the meaning given to it in paragraph 10.2 of Schedule 1
Date
Owner's Phase means the phase of the Scheme f rom whi ch owners and
occupiers of properties including the Existing Home are to be
vacated as determined from time to time pursuant to the Scheme
Agreement
7
Panel Dispute Valuer means
(a) a member of the panel of no fewer than three and no
more than six independent surveyors (whether an
individual, a partnership, or a company) which may be
established and maintained by or on behalf of the
Council and/or the Developer as the Panel Dispute
Valuers from time to time for the purposes of resolving
valuation disputes under this Agreement and other
agreements; or
(b) where no panel has been established or maintained or
the Council is unable to instruct a panel member to
produce valuations within the timescales required under the
Agreement, an alternative independent surveyor who would
otherwise qualify for the panel
and the Council shall: (i) ensure that such valuer shall be an
associate (or fellow, or other higher grade) of the Royal
Institution of Chartered Surveyors (or equivalent) specialising in
residential valuations with no less than 5 years experience and
(ii) use reasonable endeavours to ensure that the appointment is
on the basis that he or she has a non-exclusive duty of care to
the Owner (and no Panel Dispute Valuer may also be a Panel
Valuer at the same time)
means the panel of no fewer than three and no more than six
independent residential qualified conveyancers or solicitors
(whether an individual, a partnership, or a company) which may
be established by or on behalf of the Council and/or the
Developer as the Panel Solicitors from time to time for the
purposes of offering independent legal advice to residents
affected by the Scheme
Panel Valuer means
Panel Solicitor
8
(a) a member of the panel of no fewer than three and no
more than six independent surveyors (whether an
individual, a partnership, or a company) which may be
established and maintained by or on behalf of the Council
and/or the Developer as the Panel Valuers from time to
time for the purposes of offering independent valuation
advice to residents affected by the Scheme; or
(b) where no panel has been established or maintained or
the Council is unable to instruct a panel member to produce
valuations within the timescales required under this
Agreement, an alternative independent surveyor who would
otherwise qualify for the panel
and the Council: (i) shall ensure that such valuer shall be an
associate (or fellow, or other higher grade) of the Royal Institution
of Chartered Surveyors (or equivalent) specialising in residential
valuations and (ii) shall use reasonable endeavours to ensure
that the appointment is on the basis that he or she has a non-
exclusive duty of care to the Owner
Relevant Share means the Home Loss Payment less such amount or part of it (if
any) as is payable (pursuant to Legislation) to any Third Parties
Section 20 Charges
Section 34A
Application
means any element of works done by the Owner to the Existing
Home in respect of which a Notice under Section 20 of the
Landlord and Tenant Act 1985 has (or should have been) served
on the Owner
means:
(a) a written notice served by a tenant group on the Council
proposing that the Council should dispose of part or parts of
the land and/or buildings within the Scheme to a relevant
housing provider; or
9
(b) such other proposal or application submitted by a tenant
group to the appropriate person proposing that the
Council should dispose of part or parts of the land
and/or buildings within the Scheme to a relevant
housing provider
pursuant to Section 34A of the Housing Act 1985 and/or any
Regulations made by the appropriate person under the said Section
34A from time to time
Section 34A Challenge means any claim or challenge against the Council or relevant third party
in relation to any Section 34A Application
Scheme
Scheme Agreement
means the redevelopment of Earls Court (currently including but
not limited to the land commonly known as Earls Court, the Lillie
Bridge Depot, Seagrave Road site, the West Kensington estate
and the Gibbs Green estate) as the same may be varied from
time to time pursuant to the Scheme Agreement
means the agreement(s) made between the Council and the
Developer in relation to the Scheme as the same may be varied from
time to time
Standard Conditions means the Standard Condi ti ons of Sal e (Fi fth Edi ti on) as
amended or varied as stated either in Schedule 1 to this Agreement
or in any other part of this Agreement (and each is a "Standard
Condition")
Third Parties means any party or parties entitled to:
(a) a home loss payment pursuant to section 29 of the 1973 Act;
and/or
(b) a basic loss payment pursuant to section 33A of the 1973
Act; and/or
10
(c) a sum equivalent to such a home loss payment or a
basic loss payment pursuant to an agreement between
the Council and Third Parties (or their predecessors in
title)
Transfer means the transfer in the form of the draft annexed to this
Agreement at Appendix 1
Upper Tribunal means Upper Tribunal (Lands Chamber) to which valuation
disputes may be referred in accordance with this Agreement
Valid Section 34A means a Section 34A Application:
Application
(a) that complies with all mandatory requirements of the
Housing Act 1985 and the regulations made by the
appropriate person under the said section in relation to
such notices and proposals; and
(b) in respect of which the Council has no grounds on which
it is able lawfully to resist or reject it.
Valuation Dispute means the notice in the form (or substantially in the form) of the
Notice notice attached at Appendix 3 or such other form as the Council
may notify the Owner is a Valuation Dispute Notice from time
to me
VAT means value added tax or any equivalent or similar tax or duty
which may be imposed in substitution for or in addition to Value
Added Tax
Working Day means any day from Monday to Friday (inclusive) which is not
Christmas Day, Good Friday or a statutory bank holiday
1.2. Thi s Agreement incorporates the Standard Condi ti ons. If there is any confl ict
between the Standard Conditions and the express provisions of this Agreement, the
express provisions of this Agreement shall prevail. Terms used or defined in the
11
Standard Conditions have the same meanings when used in this Agreement and vice
versa.
1.3. This Agreement incorporates the Particulars.
1.4. Nothing contained or implied in this Agreement shall prejudice or affect the rights
powers duties and obligations of the Council in the exercise of its functions as a local
planning highway or building regulations authority or as a local authority under any
statutory provisions and the rights powers duties and obligations of the Council under
all public or private and private statutes bye laws orders and regulations may be as
fully and effectively exercised in relation to the Scheme.
1.5. No approval consent direction or authority given by the Council as local planning or
other authority shall be deemed to be an approval consent direction or authority under
this Agreement or vice versa.
1.6. Termination of this Agreement shall be without prejudice to the liability of either party
to the other in respect of any prior breach of the terms of this Agreement.
1.7. In and for the purpose of this Agreement:-
1.7.1. any reference to any statute or order or to any provision of any statute or
order is construed as including reference to any statutory modification or
re enactment of such statute, order or provision and to any relevant
regulations or statutory instruments made under or in connection with any
such statute, order or provision and from time to time in force;
1.7.2. where the context so admits:-
1.7.2.1. the expressions "Owner" and "Third Party Occupier" shall
i ncl ude t hei r respect i ve successors i n t i t l e, assi gns,
pc.Nr
,
n! ranracantativac
1.7.2.2. the expression "Council" shall include its successors in title
and assigns, including but not limited to any statutory
successor or transferee of the Council's functions and duties;
1.7.3. if at any time any one of the parties hereto shall consist of more than one
12
person any obligations which they have under this Agreement or which they
undertake shall be enforceable against them all jointly or against each
individually;
1.7.4. references to a "person" include any individual, firm, unincorporated
association or body corporate, words importing the singular number include
the plural number and vice versa and words importing one gender include all
genders;
1.7.5. references to a "week" or a "month" are references to a calendar week
and a calendar month in England respectively;
1.7.6. the words "include(s)" and "including" are to be construed without
limitation;
1.7.7. references to Clauses or Schedules or Appendices unless otherwise
specified mean the Clauses of or the Schedules or the Appendices to this
Agreement;
1.7.8. headings to Clauses Schedules and Appendices are disregarded in
interpreting this Agreement;
1.7.9. if a competent court or administrative body finds that any provision of this
Agreement is invalid, illegal or unenforceable:
1.7.9.1. the rest of this Agreement shall remain unaffected and in
force;
1.7.9.2. if deleting part of the provision would make it valid, legal or
enforceable, it shall apply with all changes necessary to make it
valid, legal or enforceable;
1.7.9.3. if clause 1.7.9.2 does not apply, the parties shall try to
replace the provision with a valid, legal or enforceable
provision which achieves as closely as possible the effect
that the relevant provision would have achieved; and
1.7.9.4. the obligations of the parties under the relevant provision
13
shall be suspended during any attempt at substitution under
clause 1.7.9.3; and
1.7.10. writing or written include faxes but not email.
2. SALE AND PURCHASE OF THE EXISTING HOME
2.1. Subject to the terms of this Agreement, the Owner sells and the Council purchases
the Existing Home on the Contractual Completion Date for the Existing Home Purchase
Price.
3. SCHEME FAILURE
3.1. The Council may serve a Failure Notice on the Owner at any time.
3.2. The Owner may serve a Completion Notice within 2 months from but excluding the
date of service of the Failure Notice requiring the Council to purchase the Existing
Home in accordance with the terms of this Agreement.
3.3. If the Owner has not served a valid Completion Notice within 2 months from but
excluding the date of service of the Failure Notice then this Agreement shall
automatically cease and determine (without the need for the service of any further
notice) on the date immediately after the date that is 2 months from but excluding the
date of service of the Failure Notice.
4. THIRD PARTY OCCUPIER
In consideration of the Owner entering into this Agreement, the Third Party
Occupier:-
4.1. agrees to the sale of the Existing Home on the terms of this Agreement;
4.2. covenants that the Third Party Occupier will not reaister rights in relation to the
Existing Home, whether under the Family Law Act 1996 or otherwise, and that the Third
Party Occupier will procure before completion of the sale and purchase of the Existing
Home the removal or cancellation of any registration that the Third Party Occupier (or
someone on their behalf) may have made;
4.3. covenants to release any beneficial interest which the Third Party Occupier may
14
have in the Existing Home, such release to be effective from the Contractual Completion
Date for the sale and purchase of the Existing Home;
4.4. covenants that the Third Party Occupier will vacate the Existing Home on or before
the Contractual Completion Date for the sale and purchase of the Existing Home;
and
4.5. confirms that it has been given every opportunity to take independent legal advice
on the obligations set out in this Agreement before signing this Agreement and has
either taken or declined it.
5. DEPOSIT
5.1. No deposit is payable by either party on the date of this Agreement.
5.2. If Completion does not take place no party shall be required to pay any amount in
lieu of a deposit.
6. VALUE ADDED TAX
6.1. Standard Condition 1.4 applies to this Agreement.'
7. MAIN RESIDENCE
7.1. The Owner warrants that the Existing Home was occupied as the Owner's only or
main residence immediately prior to exchange of this Agreement.
8. MAINTENANCE OF THE EXISTING COMMUNITY DURING BUILD
The Council shall use reasonable endeavours to prepare and issue a policy or policies
for:-
8.1. establishing its commitment to undertaking repairs and maintenance of those part or
parts of each estate within and affected by the Scheme and for which the Council has a
statutory or contractual obligation to maintain to a certain standard of repair
1
PM- MdR to advise CapCo.
15
(and the Owner acknowledges that such policy or policies must be subject to the
Council's obligation not to waste public funds); and
8.2. the re letting and security of those part or parts of each estate within and affected by
the Scheme and owned by the Council which became vacant before the residents of
such estate(s) are required to vacate.
9. CONSIDERATE CONSTRUCTORS SCHEME
9.1. The Council shall use reasonable endeavours to ensure that al l contractors
undertaking works in relation to the Owner's Phase are registered with the "Considerate
Constructors Scheme" or such other similar or replacement scheme.
9.2. The Council shall establish a policy regarding compensation (if any) for residents
who have been severely affected by nuisance or inconvenience as a consequence of a
contractor failing to conform to the "Considerate Constructors Scheme" or such other
similar or replacement scheme.
10. SCHEDULES
10.1. The Schedules form part of this Agreement and shall be read as if incorporated in
full into the main body of this Agreement. The parties hereto shall observe and perform
their respective obligations set out in the Schedules and covenant on the terms set out
therein.
SIGNED by or on behalf of the parties on the date which first appears in this Agreement.
16
Schedule 1
SCHEDULE 1
SALE OF THE EXISTING HOME
1. TITLE AND TITLE GUARANTEE
1.1. The Owner sells the Existing Home with full title guarantee provided that:-
for the purpose of section 6(2)(a) of the 1994 Act all matters recorded in
registers open to public inspection as at the date of this Agreement are to be
considered within the actual knowledge of the Council;
1.1.2. (if the Owner's interest in the Existing Home is leasehold) subject to
paragraphs 4 and 17 of this Schedule 1, the covenants implied by
sections 3 and 4 of the 1994 Act shall be modified so that the Owner
shall not be liable for the consequences of any breach of the tenant
covenants in the Owner's lease relating to the physical state and
condition of the Existing Home as at the date of this Agreement.
1.2. The Council acknowledges that it has investigated the title to the Existing Home
prior to the date of this Agreement.
2. VACANT POSSESSION
2.1. The Existing Home is sold with vacant possession on Completion.
3. MATTERS AFFECTING THE EXISTING HOME
3.1. The Existing Home is sold subject to and where applicable with the benefit of the
following matters (so far as they affect the Existing Home and are subsisting or capable
of taking effect) and the Council is deemed to purchase with full knowledge of such
matters:-
3.1.1. any matters contained or referred to in the registers maintained by the
Land Registry of the Owner's registered title (other than financial
charges);
3.1.2. the matters contained or referred to in the Transfer;
3.1.3. all unregistered interests which in accordance with the Land Registration
17
Schedule 1
Act 2002 will in the case of each and any estate to be disposed of pursuant to
this Agreement:-
3.1.3.1. override the disposition of any such estate which is currently
registered or will be registered prior to Completion; or
3.1.3.2. override the first registration of title to any such estate which
is currently not registered and will not be regist
e
re
d
) prinr to
Completion or would override first registration of title to such
estate if such estate were capable of being registered;
3.1.4. the matters mentioned in Standard Condition 3.1.2;
3.1.5. all local land charges, whether or not registered before this Agreement
was entered into and all matters capable of registration as local land charges,
whether or not actually registered;
3.1.6. all notices served and orders, demands, proposals or requirements made
by any local or any public authority after the date of this Agreement;
3.1.7. all actual or proposed orders, directions, notices, charges, restrictions,
conditions, agreements and other matters arising under any Legislation
affecting the Existing Home;
3.1.8. any matters disclosed by searches or enquiries made before the date of
this Agreement or which would have been disclosed by searches that a
prudent buyer would have made before the date of this Agreement.
3.2. The Owner irrevocably waives any lien, right or other interest it may have or retain
whether by operation of law or otherwise over the Existing Home after Completion.
4. STATE OF REPAIR
4.1. If the Owner is the freehold owner of the Existing Home, then the Owner covenants
to repair and maintain the Existing Home so that the Existing Home is in no worse
condition than it is at the day of this Agreement.
4.2. If the Owner is the owner of a leasehold interest in the Existing Home, then the
Owner covenants to comply with the terms of its lease in relation to the state of
18
Schedule 1
repair and decoration of the Existing Home.
4.3. The Owner shall not cause or permit the causing of such damage or destruction to
any part or parts of the Existing Home that would materially adversely affect the
marketability of the Existing Home to a prospective purchaser or tenant of the Existing
Home.
5. EVIDENCE OF IDENTITY WHERE PARTY IS NOT REPRESENTED
5.1. This paragraph applies where the Owner and/or a Third Party Occupier is not
represented by a conveyancer (as defined in Rule 217 Land Registration Rules 2003)
(whether now or at any time during the term of this Agreement).
5.2. On or before the Contractual Completion Date, the Owner will provi de to the
Council's Solicitors such evidence of identity of the Owner and/or the Third Party
Occupier as the Council shall reasonably require in order to ensure that the Council
and/or its successors in title can be lawfully registered as proprietor of the Existing
Home at the Land Registry.
5.3. Until the Owner complies with this paragraph it will be deemed not to be ready,
willing and able to complete.
6. DISCHARGE OF REGISTERED CHARGE
6.1. This paragraph applies where there is a charge or charges over the Existing Home
which are subsisting and/or registered against the Existing Home immediately before
Completion.
6.2. On or before the Actual Completion Date the Owner will:-
6.2.1. use all reasonable endeavours to procure that the Lender is to execute a
discharge of each relevant charge in Land Registry Form DS1 or a
release in Land Registry Form DS3 or such other relevant form as the
Land Registry may introduce from time to time; and
6.2.2. procure that the Owner's Solicitors provide to the Council's Solicitors one
of the following:-
6.2.2.1. the name, address and reference of the conveyancer (as
19
Schedule 1
defined in Rule 217 Land Registration Rules 2003) acting for
the Lender;
6.2.2.2. a duly completed Land Registry Form 101 or 102 (as
appropriate) or such other relevant equivalent form as the Land
Registry may introduce from time to time in respect of the
Lender; and
6.2.3. procure that the Owner's Solicitors provide to the Council's Solicitors one
of the following:-
6.2.3.1.
an undertaking to discharge the charge and to forward a duly
completed and signed Land Registry Form DS1 to the
Council's Solicitors after it receives it from the Lender or
procure that the Lender forward the electronic discharge
form to the Land Registry; or
6.2.3.2. duly completed and signed Land Registry Form DS1 or a
release in Land Registry Form DS3 or such other relevant
equivalent form as the Land Registry may introduce from time
to time and/or AP1 (as appropriate) signed by the Owner's
Solicitors.
7. INSURANCE
7.1. Standard Condition 5.1 shall not apply.
7.2. Save to the extent that the Owner is the owner of a leasehold interest in the Existing
Home and the Owner's landlord is under an obligation to insure the Existing Home
under the relevant lease, the Owner shall insure the Existing Home (and do
everything necessary to maintain the insurance policy) for the period from the date
hereof until and including the Actual Completion Date (at which point the Owner shall
cancel the policy) against the Insurance Risks and for its reasonably estimated
reinstatement cost.
7.3. For the avoidance of doubt if the Existing Home suffers loss or damage prior to the
Actual Completion Date the Owner will be entitled to serve a Completion Notice
20
Schedule 1
provided that the Owner:
7.3.1. makes a claim under the insurance policy and pays to the Council on the
Actual Completion Date the amount of any insurance policy moneys which
the Owner has received (or receives), so far as not applied in repairing or
reinstating the Existing Home; and
7.3.2. if no final payment of such policy monies has then been received, assigns
to the Council, at the Council's expense, all rights to claim under the
policy in such form as the Council reasonably requires and pending
execution of the assignment, holds any policy moneys received in trust
for the Council.
8. RESTRICTION
Before the Actual Completion Date the Owner shall (save as required by Legislation
or court order) not do or allow to be done anything which would prevent or impede
the Owner's ability to transfer the Existing Home with vacant possession on
Completion.
9. STANDARD CONDITIONS
9.1. The Standard Conditions shall apply to the sale and purchase of the Existing Home,
save as otherwise set out below or elsewhere in this Agreement.
9.2. References to the "seller" shall be to the Owner and references to the "buyer" shall
be to the Council.
9.3. Standard Conditions 1.1.4, 1.5, 2, 3.1.1, 3.1.2, 3.1.3, 4, 5.2, 6.2, 6.4, 6.8.3, 7.2, 8.1
and 8.3 shall not apply.
9.4. For the purposes of Standard Condition 7.3.2 the contract rate shall be 2% above
the base lending rate from time to time of Barclays Bank PLC or if such rate shall cease
to be published the Law Society's interest rate from time to time in force.
10. OWNER'S PHASE AND NINE MONTHS NOTICE
10.1. The Counci l shal l noti fy the Owner that the Exi sti ng Home i s to be wi thi n a
forthcoming phase of the Scheme within 14 days of the date of the relevant CPO
21
Schedule 1
Start Notice as defined under the Scheme Agreement (and confirm the location and
extent of the Owner's Phase) provided that Such notifications and update(s) may be
given by way of General Notification.
10.2. Prior to the service of a Council Notice, the Council shall give the Owner no less
than nine months notice of its estimated Contractual Completion Date (the "Nine
Month Notice Date") (and, for the avoidance of doubt, such estimated date referred
to in this notice: (a) may be subject to change; and (b) shall, as at the date of service
of the notice, be no earlier than the date by which the Council reasonably anticipates
that it requires the Owner to vacate the Existing Home in order to facilitate the
redevelopment of that home pursuant to the Scheme Agreement as part of the
Owner's Phase).
11. COMPLETION NOTICE
Subject to paragraph 11.2, the Owner shall be entitled to serve a Completion Notice
requiring the Council to acquire the Existing Home pursuant to the terms of this
Agreement:
11.1.1 at any time during this Agreement; and/or
11.1.2. where the Council has served a Failure Notice on the Owner so that for
the avoidance of doubt the Owner shall not be able to serve a Completion
Notice after termination of this Agreement pursuant to Clause 3 (meaning
that the Owner must respond within the 2 month period referred to in
Clause 3).
11.2. The right to serve a Completion Notice is suspended from and including the date on
which the Council serves a Suspension Notice (as defined by paragraph 18.1.2 of this
Schedule 1) provided that a Suspension Notice shall not affect any valid Completion
Notice served by the Owner on the Council before the date of service of the relevant
Suspension Notice and the provisions of this Schedule shall continue to apply and
operate.
11.3. A Completion Notice served by the Owner must:
11.3.1. refer to the date and parties to this Agreement;
2 2
11.3.2. identify the Existing Home;
11.3.3. specify a completion date for the sale and purchase of the Existing Home
for the purposes of paragraph (a)(i) of the definition of "Contractual
Completion Date" provided that for the avoidance of doubt:
11.3.3.1. such date shall be no earlier than 10 weeks and no later than
14 weeks from and including the date of servic
,
=
,
of the
Completion Notice; and
11.3.3.2. such date shall be on a Working Day; and
11.3.3.3. if the Council has served or serves a Council Notice (as
defined in the definition of Contractual Completion Date) and
the Contractual Completion Date in the Council Notice is
earlier than that identified in the Completion Notice, the date
in the Council Notice shall prevail)
and any Completion Notice which fails to comply with this paragraph 11.3
shall be null and void and of no effect.
11.4. On service of a valid Completion Notice the completion date referred to in
paragraph 11.3.3.1 above shall be deemed to be the Contractual Completion Date
for the purposes of this Agreement (subject to the proviso in paragraph 11.3).
12. COUNCIL NOTICE
12.1. The Council shall be entitled to serve a Council Notice at any time during this
Agreement.
13. ENGROSSMENT AND EXECUTION
13.1. The Council shall or shall procure that engrossments of the Transfer and duplicate
shall be prepared and shall supply such engrossments to the Owner's Solicitors at least
10 Working Days prior to the Contractual Completion Date.
13.2. The Owner shall procure that the engrossments of the Transfer and duplicate duly
executed by the Owner shall be returned to the Council's Solicitors (or as the Council
may direct) not more than 5 Working Days after such engrossments have
Schedule 1
23
Schedule 1
been delivered pursuant to paragraph 13.1.
14. COMPLETION
14.1. Completion shall take place on the Contractual Completion Date. The Contractual
Completion Date shall also be the "completion date" for the purposes of the Standard
Conditions.
14.2. Completion shall take place at the Council's Solicitor's offices (or such other place
as the Council may nominate).
14.3. Any Completion by post or through a document exchange shall be at each party's
respective expense and risk and neither the Owner nor the Council (nor their respective
solicitors) shall be liable for the loss of any documents so sent so long as they were
properly addressed.
15. TRANSFER
15.1. On the Contractual Completion Date, the Owner shall transfer the Existing Home to
the Council or to the Developer or to such third party or parties as the Council may
direct.
16. PAYMENT OF COMPLETION MONIES
16.1. Completion monies shall be calculated and payable in accordance with Schedule 2.
17. ARREARS
17.1. If the Owner is the owner of a leasehold interest in the Existing Home, the Owner
shall:
17.1.1. pay the rents and other sums reserved by the lease of the Existing Home;
and
17.1.2. observe and perform the tenant covenants contained in the said lease
up to and including Completion and in any event use reasonable endeavours to prevent
Arrears accruing.
2 4
18. SUSPENSION OF SCHEDULE 1
18.1. If a Section 34A Application is submitted and/or a Section 34A Challenge is issued
then:-
18.1.1 this Agreement will remain in effect; but
18.1.2. the Council may give written notice (a "Suspension Notice") to the
Owner to temporarily suspend the provisions of paragraph 11 of this
Schedule 1 and any Completion Notice served after the date of service of
a Suspension Notice shall be of no effect.
18.2. For the avoidance of doubt, the Council may give more than one Suspension Notice
but no more than one Suspension Notice may be served per Section 34A
Application.
18.3. A valid Completion Notice served before the date of service of a Suspension Notice
shall continue to have effect and the Council shall purchase such property on the
Contractual Completion Date in accordance with the terms of this Agreement.
18.4. If :
18.4.1. a Valid Section 34A Application is made;
18.4.2. a Section 34A Challenge has been issued (in respect of which the
prospects of success have at any point during the progress of the Section
34A Challenge been determined by leading counsel acting for the Council as
being less than 50%);
in relation to the disposal of part of the Scheme to a housing association that
includes the Existing Home and the building and common areas of which it
forms part; or
18.4.3. either:
18.4.3.1. the Council is unconditionally committed to disposing of the
relevant land to the relevant housing provider pursuant to a
Valid Section 34A Application or as result of a successful
Schedule 1
25
Schedule 1
Section 34A Challenge; or
18.4.3.2. such disposal has taken place,
the Council may immediately serve written notice on the Owner terminating this
Agreement ("Termination Notice") and upon service of a Termination Notice this
Agreement shall be at an end.
18.5. If any Section 34A Application is rejected and that decision is not subject to a
Section 34A Challenge, or if it is subject to a Section 34A Challenge the challenge
has confirmed the rejection (and is not capable of any further appeal or if capable of
further appeal the deadline for filing any appeal has passed without any appeal
having been issued), the Council shall forthwith serve written notice on the Owner
that the suspension is ended ("Resumption Notice") and upon service of the
Resumption Notice the provisions of this Schedule 1 shall be in full force and effect.
18.6. Once 24 months have passed from the date of the Suspension Notice the
Resumption Notice will be deemed to have been served.
2 6
Schedule 2
SCHEDULE 2
VALUATION COMPENSATION AND EQUITY
Part 1
Valuation
1. BASIS OF VALUATION FOR EXISTING HOME
The Existing Home Valuation shall be on the basis of a "No Scheme Market Value",
which means the Market Value of the Existing Home, subject to the following
assumptions and disregards which shall prevail in the case of conflict:-
1.1. it shall be assumed (whether or not such is the case) that:-
1.1.1. neither the Existing Home nor any part of it shall have been damaged or
destroyed by any of the Insurance Risks;
1.1.2. the Existing Home is to be sold with vacant possession; and
1.2. there shall be disregarded:-
1.2.1. any enhancement in the value that is attributable to the Scheme and the
need of the Council to acquire the Existing Home as part of the Scheme;
1.2.2. any charges or encumbrances from which the Existing Home is to be
released on or before Completion;
1.2.3. the existence of this Agreement; and
1.2.4. any improvements made to the Existing Home upon or after the date of
this Agreement other than improvements made pursuant to Legislation.
2. VALUATION ON SERVICE OF COMPLETION NOTICE
2.1. If a Completion Notice is served:
2.1.1. before the date of service of the Council's Valuation; or
2 7
2.1.2. on or after the date which is 10 months after the Nine Month Notice Date
then, following service of that Completion Notice, the Council shall instruct a Panel
Valuer as soon as reasonably practicable after the date of service of the Completion
Notice to prepare an Existing Home Valuation in accordance with Schedule 2 and to
provide a copy of that valuation to the Council and Owner within 2 weeks of receipt
of such instruction.
2.2. The Panel Valuer's fees for preparing such Existing Home Valuation shall be paid by
the Council.
3. VALUATION WHERE COMPLETION NOTICE HAS NOT BEEN SERVED
3.1. Where a valid Completion Notice has not been served the Council shall instruct a
Panel Valuer to prepare an Existing Home Valuation in accordance with Schedule 2
and to provide a copy of that valuation to the Council and Owner on or before the
date that is 3 months before the Nine Month Notice Date (the "Council's
Valuation").
3.2. The Panel Valuer's fees for preparing such Existing Home Valuation shall be paid by
the Council.
4. ELECTION TO DISPUTE PROCESS
4.1. If the Owner disputes an Existing Home Valuation, it must serve a completed
Valuation Dispute Notice on the Council within 4 weeks of service of that Existing Home
Valuation, confirming that it disputes that Existing Home Valuation.
4.2. The Owner and the Council acknowledge that a disputed Existing Home Valuation
can go up or down as a result of the dispute process set out in Part 2 of Schedule 2.
4.3. The Owner may:
4.3.1. elect i n the Val uation Di spute Notice to require an Existing Home
Valuation to be referred to a Panel Dispute Valuer and upon such valid
election Part 2 of this Schedule 2 shall apply; and
4.3.2. where the Existing Home Valuation is the Council's Valuation, elect in the
Valuation Dispute Noti ce to refer the Existing Home Valuation to the
Schedule 2
2 8
Schedule 2
Upper Tribunal (save that the Owner cannot elect to refer the Council's
Valuation to both a Panel Dispute Valuer and the Upper Tribunal, it can
only elect one) and upon such valid election Part 2 of this Schedule 2
shall apply.
4.4. If the Owner fails to serve a valid completed Valuation Dispute Notice within
[4] weeks of service of the Existing Home Valuation it shall be deemed to accept the
Existing Home Valuation.
5. APPROVAL OR DETERMINATION OF EXISTING HOME PURCHASE PRICE
5.1. Where the Owner accepts (or is deemed to accept) the Existing Home Valuation this
shall be the Existing Home Purchase Price for the purposes of this Agreement.
5.2. Where the Existing Home Valuation is disputed and referred to the Panel Dispute
Valuer then:
5.2.1. where the disputed Existing Home Valuation is yet to be determined by
the Panel Dispute Valuer as at the date which is 20 Working Days before the
Contractual Completion Date then the Existing Home Valuation shall be the
Existing Home Purchase Price for the purposes of Completion; and
5.2.2. where that Existing Home Valuation so referred has been determined as
at the date which is 20 Working Days before the Contractual Completion Date
then the value as determined under Part 2 of this Schedule 2 shall be the
Existing Home Purchase Price for the purposes of Completion.
5.3. Where the Council's Valuation is disputed and referred to the Upper Tribunal then:
5.3.1. where the Council's Valuation is yet to be determined as at the date which
is 20 Working Days before the Contractual Completion Date then the
Council's Valuation shall be the Existing Home Purchase Price for the
purposes of Completion; or
5.3.2. where the Council's Valuation has been determined as at the date which
is 20 Working Days before the Contractual Completion Date, then the
Existing Home Purchase Price shall be the Council' s Valuation as
2 9
Schedule 2
determined by the Upper Tribunal.
30
Schedule 2
SCHEDULE 2
VALUATION COMPENSATION AND EQUITY
Part 2
Valuation: Dispute Resolution
1. REFERENCE TO PANEL DISPUTE VALUER
Where the Owner elects to refer the Existing Home Valuation to the Panel Dispute
Valuer the Council shall:
1.1. promptly after referral, notify the Owner of the name and contact details of the
appointed Panel Dispute Valuer;
1.2. within one week of the date of service of the Valuation Dispute Notice, refer the
dispute to the Panel Dispute Valuer on the following basis:-
1.2.1. the Panel Dispute Valuer shall act as an expert not as an arbitrator;
1.2.2. the appointed Panel Dispute Valuer must:
1.2.2.1. have regard to any reasonable representations from the
Council and the Owner received within one week of referral;
1.2.2.2. issue its written determination of the Existing Home
Valuation to the Council, the Developer and the Owner as
soon as reasonably practicable and in any event, within
two weeks of referral;
1.2.3. if the appointed expert dies, delays undul y or becomes unwilling or
incapable of acting then the Council may nominate another Panel Dispute
Valuer in his place; and
1.2.4. the decision of the expert shall be binding (save in cases of manifest error
or fraud).
31
2. REFERENCE TO UPPER TRIBUNAL
2.1. Subject to paragraph 2.2, where the Owner elects to refer the Council's Valuation to
the Upper Tribunal:
2.1.1. within two weeks of the date of service of the Valuation Dispute Notice,
the Council shall refer the dispute to the Upper Tribunal by submitting an
application for reference by consent under s. 1(5) Lands Tribunal Act 1949,
together with a copy of the Council's Valuation;
2.1.2. the Upper Tribunal shall be required to value the Existing Home on the
basis of the No Scheme Market Value as defined by this Agreement and in
accordance with the Compensation Code;
2.1.3. the Council and the Owner shall, in so far as possible, require the Upper
Tribunal to issue its determination in writing, without a hearing, as soon as
reasonably practicable after referral;
2.1.4. the parties shall comply with the reasonable directions of the Upper
Tribunal no later than the reasonable deadlines imposed or requested by the
Upper Tribunal;
2.1.5. the parties shall be bound by the decision of the Upper Tribunal.
2.2. If the Upper Tribunal ceases to exist before a referral has been made then the
entitlement to require a referral in the Valuation Dispute Notice shall cease to have
effect.
2.3. If the Upper Tribunal rejects the application for reference by consent then the
dispute shall be referred to the Panel Dispute Valuer and paragraphs 1 and 3 of Part 2
and paragraphs 4 and 5 of Part 1 of this Schedule 2 shall apply as if the date
on which the rejection of theapplication is hy the Co
u
n
c
il is the data nn
which the Owner requires a reference to a Panel Dispute Valuer.
2.4. Each party shall pay its professional costs and expenses incurred in relation to the
reference to the Upper Tribunal or they shall be paid as directed by the Upper
Tribunal.
Schedule 2
32
3. COMPLETION BEFORE RESOLUTION OF DISPUTE
If as at the date that is 20 Working Days before the Contractual Completion Date, the
Panel Dispute Valuer or the Upper Tribunal has not yet determined a relevant valuation
dispute then:-
3.1. where the Existing Home Valuation is subsequently determined to be greater than
the Existing Hnmr.
Purcha
s
e
PricP within 4 weeks of such determination the Council shall
pay to the Owner the difference between the Existing Home Purchase Price and the
newly determined Existing Home Valuation (including the difference in relation to the
Relevant Share of the Home Loss Payment); or
3.2. where the Existing Home Valuation is subsequently determined to be lower than the
Existing Home Purchase Price then within 4 weeks of such determination the Owner
shall pay to the Council the difference between the Existing Home Purchase Price and
the newly determined Existing Home Valuation (including the difference in relation to the
Relevant Share of the Home Loss Payment).
Schedule 2
33
Schedule 2
SCHEDULE 2
VALUATION COMPENSATION AND EQUITY
Part 3
Completion Monies & Compensation
1. PAYMENT OF COMPLETION MONIES
1.1. The amount payable by the Council at Completion is:-
1.1.1. the Existing Home Purchase Price;
1.1.2. plus the Relevant Share of the Home Loss Payment and the Earl y
Redemption Payment (if any);
1.1.3. plus or minus any other sum due from the Owner or the Council to the
other under this Agreement where such other sum is due upon or after
Completion;
1.1.4. minus the Arrears (if any)
and such sum shall be paid by direct credit to the Owner's Solicitors' client account.
1.2. The Disturbance Payment and Home Improvement Compensation (if any) shall be
payable in accordance with this Part 3 of this Schedule 2.
2. EARLY REDEMPTION PAYMENTS
2.1. The Owner shall deliver to the Council no later than 10 Working Days before the
Contractual Completion Date:-
2.1.1. a statement confirming the amount of the Early Redemption Payment
payable to the Owner on Completion; and
2.1.2. reasonabl e evi dence that the Owner has or wi l l i ncur such Earl y
Redemption Payment, by way of a copy invoice, statement and/or
demand that demonstrates the amount(s) claimed in relation to the
Existing Home.
34
2.2. The Council shall only be obliged to pay those amounts forming part of the Early
Redemption Payment where:
2. 2. 1. such amount i s i ncl uded i n t he st atement provi ded pursuant t o
paragraph 2.1.1; and
2.2.2. reasonable evidence of such amount having been incurred is provided
pursuant to paragraph 2.1.2.
3. DISTURBANCE PAYMENTS
3.1. During the Scheme the Council will prepare and issue a policy to be known as the
"Disturbance Payment Policy" which:
3.1.1. details the aggregate total of the reasonable and proper expenses
(the "Disturbance Expenses") of the Owner reasonably and properly incurred
as a consequence of or in connection with the sale/transfer of the Existing
Home under this Agreement; and
3.1.2. may l ist a scale of flat rate payments for one or more Disturbance
Expenses (other than the costs of buying and selling the properties) compliant
with the Compensation Code
and the Council may review and update or amend it from time to time.
3.2. For the avoidance of doubt the Disturbance Expenses (defined in paragraph 3.1
above) include (but are not limited to):
3.2.1 reasonable costs incurred of employing a Panel Valuer to advise on the
Existing Home Valuation;
3.2.2. reasonable costs of employing a Panel Solicitor to advise in relation to this
Agreement and matters arising from it (including entitlements under the
Compensation Code) or buying another home elsewhere;
3.2.3. reasonable and proper costs of re-directing mail, disconnections and
reconnections, removal expenses and alterations to furnishings.
3.3. The Council shall keep the Owner informed as a minimum by General Notification
Schedule 2
35
Schedule 2
and shall ensure that an up to date version of the Disturbance Payment Policy is
published on the Dedicated Website at all times.
3.4. To claim the Disturbance Payment the Owner shall deliver to the Council no later
than 20 Working Days after the Actual Completion Date:-
3.4.1. a statement of the total Disturbance Expenses which the Owner is
claiming, together with a breakdown; and
3.4.2. either:
3.4.2.1. evidence that the Owner has incurred such Disturbance
Expenses, by way of copy invoices and/or demands or other
reasonable evidence;
3.4.2.2. if the Owner use the services of a Panel Solicitor or Panel
Valuer, their fees and expenses will be paid by the Council
directly and will not need to be included in any statement;
3.4.2.3. if the Owner use the services of a removal contractor who is
a member of the Council's panel of removal contractors (if
any), details of which (if set up) will be published on the
Dedicated Website, their fees and expenses will be paid by
the Council directly and will not need to be included in any
statement;
3.4.2.4. the Owner may accept the flat rate payments listed in the
Disturbance Payment Policy for one or more of its
Disturbance Expenses by serving written notice to that effect
in lieu of the evidence required by paragraph 3.4.2.1 and if it
does so, the Owner will not need to prove its actual costs for
that particular item(s).
3.5. The Council will assess such claim for Disturbance Payment in accordance with its
Disturbance Payment Policy and pay it to the Owner within 20 Working Days of
agreement or determination of the proper amount.
3.6. If having submitted a statement in accordance with paragraph 3.4.1 further
36
Schedule 2
Disturbance Expenses are incurred or are ascertained the Owner shall give details to the
Council as soon as reasonably practicable together with the evidence required by
paragraph 3.4.2 and paragraph 3.5 shall apply.
4. HOME IMPROVEMENTS COMPENSATION
4.1. During the Scheme the Council will prepare and issue a policy to be known as the
"Home Improvements Compensation Policy" which, amongst other things:
4.1.1. shall specify the criteria against which a Owner will be entitled to
compensation for any reasonable and proper costs incurred by the
Owner (and others Owners) in connection with improvements made to
the Existing Home that are not reflected in the Market Value of the
Existing Home;
4.1.2. will state the level of compensation payable with reference to the said
specified criteria (the "Home Improvements Compensation");
4.1.3. will provide a sliding scale of rebates for decent homes payments which
will be payments for any Section 20 Charges not reflected in the Market Value
of the Existing Home;
4.1.4. shall state what the Owner must do to claim Home Improvements
Compensation
and the Council may review and update or amend it from time to time.
4.2. The Council shall keep the Owner informed as a minimum by General Notification
and shall ensure that an up to date version of the Home Improvements
Compensation Policy is published on the Dedicated Website at all times.
4.3. The Council shall pay the Owner any Home Improvements Compensation to which it
is entitled such payment to be assessed and paid in accordance with the Home
Improvements Compensation Policy.
5. HOME LOSS PAYMENT
5.1. The Home Loss Payment and Relevant Share shall be assessed in accordance with
3 7
Schedule 2
the 1973 Act and paid on Completion.
6. COMPENSATION PACKAGE
The Compensation Package shall comprise:-
6.1. the Relevant Share of the Home Loss Payment;
6.2. the Early Redemption Payment (if any);
6.3. the Disturbance Payment; and
6.4. the Home Improvements Compensation (if any)
assessed and paid in accordance with or as directed by this Agreement.
7 RIGHT TO BUY DISCOUNT: REPAYMENT WAIVER
On the Actual Completion Date:
7.1. the Council shall waive the benefit of any rights or covenants (the "Repayment
Rights") it may have pursuant to sections 155, 155A and 155B of the Housing Act 1985
to recover some or all of the maximum amount it would otherwise be entitled to recover
pursuant to section 155A (the "Waiver");
7.2. the Council shall release:-
7.2.1. the Owner and its successors in title from the Repayment Rights;
7.2.2. any charge on the Existing Home which may have taken effect pursuant
to section 156 of the Housing Act 1985
together the "Release";
-
7 0
I . .
4
I
.
he Council shall enter into arty' Sucli assurances as miay reasonably be required by
the Owner in connection with the Waiver and/or the Release to fully and effectually
complete the Waiver and the Release and without prejudice to the generality of the
foregoing will at its own expense sign or execute such documents or forms as may
reasonably be required by the Land Registry to remove any entries on the registered
title to the Existing Home which protect or relate to the Repayment Rights.
3 8
8. PAYMENTS AND THE COMPENSATION CODE
Compensation payments made under this Part 3 of this Schedule are regulated by
the Compensation Code and nothing in this Agreement lessens the Owner's
entitlement pursuant to the Compensation Code but there will be no double counting
and the Owner is not entitled to claim for the same expense under the
Compensation Code and the terms of this Agreement.
Schedule 2
39
Schedule 3
SCHEDULE 3
MISCELLANEOUS
SERVICE AND DELIVERY OF NOTICES AND OTHER DOCUMENTS
1.1. By no later than 3 months after the date hereof, the Council shall set up a website
(the Dedicated Website) specifically relating to the Scheme to:-
1.1.1. provide interested parties (including the Owner) with regular updates and
information relating to the Scheme;
1.1.2. publish all relevant minutes of Council meetings, public notices, notices
and decisions relating to planning applications, notices of all relevant
proceedings and all other notices or information which is disclosable to the
public relating to the Scheme;
1.1.3. all newsletters of the kind referred to in paragraph 1.3.2;
1.1.4. post notices pursuant to this Agreement where this Agreement provides
for matters to be notifiable by "General Notification"; and
1.1.5. provide information required by the terms of this Agreement where this
Agreement provides for information to be published or posted on the
Dedicated Website.
1.2. The Council shall keep the Dedicated Website up to date and populated at regular
intervals to the intent that the Owner and other interested parties shall be as fully
informed about the Scheme through the Dedicated Website as is reasonably
practicable.
1.3. Notwithstanding the rest of this paragraph 1, if something is expressed in this
Agreement to be notifiable by way of "General Notification" (but not otherwise) then such
notice can be served, given or provided by:-
1.3.1. the Council posting the relevant information on the Dedicated Website,
(or, where appropriate, posting a link to the appropriate pages of the Council's
website) established in connection with the Scheme; and/or
4 0
1.3.2. the Council and/or the Developer circulating a residents newsletter or
bulletin which contains the relevant information within it
and such relevant information does not have to be addressed to the Owner directly.
1.4. A notice required or authorised by this Agreement must be in writing and should be
addressed to:-
1.4.1. in the case of the Owner to: the Existing Home and marked for the
attention of the Owner from time to time; and
1.4.2. in the case of the Council to: Town Hall, King Street, London W6 9JU and
marked for the attention of: [ ] or such other address or details as
the Council may notify the parties of from time to time.
1.5. Giving a notice or delivering a document to a party's conveyancer at the address
and quoting the reference (if any) stated in this Agreement (or such other
replacement conveyancer as has been notified to the parties from time to time) has
the same effect as giving or delivering it to that party.
1.6. Where delivery of the original document is not essential, a notice or document is
validly given or sent if it is sent by fax (but it is not validly given or sent if sent by
email).
1.7. Subject to paragraphs 1.8 and 1.9, a notice is given and a document delivered when
it is received.
1.8. A notice or document sent through the document exchange is received when it is
available for collection. A notice or document which is received after 4.00 pm on a
Working Day, or on a day which is not a Working Day, is to be treated as having been
received on the next Working Day.
1.9. A notice or document sent by the following means is treated as having been
received as follows:-
1.9.1. by first class post: before 4.00 pm on the second working day after
posting (and "first class post" means a postal service which seeks to
deliver posted items no later than the next working day in all or the
Schedule 3
41
Schedule 3
majority of cases and includes special and recorded delivery);
1.9.2. by second class post: before 4.00 pm on the third working day after
posting;
1.9.3. through a document exchanger before 4.00 pm on the first working day
after the day on which it would normally be available for collection by the
addressee;
1.9.4. by fax: one hour after despatch.
1.10. In addition:-
1.10.1. any notice addressed to a party by name shall not be rendered invalid by
reason of the party having died, become insolvent or changed name,
whether or not the party serving notice is aware of the fact;
1.10.2. any notice required to be given by a party may be given on that party's
behalf by that party's conveyancer;
1.10.3. a notice shall be considered as given to a party if delivered to the address
given for that party in this agreement. If such party shall wish, during the
currency of this agreement, to nominate an alternative address for service,
such other address shall only be deemed to be substituted for the original
address for service when such party's conveyancer shall have advised the
other party's conveyancer in writing of such alternative address and such
advice shall have been acknowledged in writing by the other party's
conveyancer; and
1.10.4. the foregoing provisions of this paragraph 1 shall also apply (mutatis
mutandis) to the delivery of documents.
1.11. Standard Condition 1.3 does not apply.
2. INFORMATION AND HOUSING ADVISER
2.1. The Council shall update the Owner at regular intervals (and not less than once
every six (6) months, on the following matters:
4 2
2.1.1. the location and extent of the phase of the Scheme within which the
Existing Home falls to be demolished;
2.1.2. the location and extent of the Owner's Phase;
and may be made by way of General Notification.
2.2. The Council shall allocate a Housing Advisor and shall procure that the Housing
Adviser is available (by telephone, e mail or other correspondence and (subject to
prior engagements) to meet in person) during usual business hours and is able to
and does provide the Owner with the information in answer to any reasonable
questions raised by the Owner.
2.3. Compliance with this paragraph 2 is a general commitment from the Council and
shall not lessen the Council's specific obligations set out elsewhere in this
Agreement and in the case of conflict such obligation shall prevail over this
paragraph 2.
3. REGISTRATION AT THE LAND REGISTRY
3.1. The Council shall not be entitled to note this Agreement against the Owner' s
registered title other than by virtue of a unilateral notice.
3.2. The. Owner shall not be entitled to note this Agreement at the Land Registry.
3.3. Neither the Council nor the Owner shall (without the written consent of the other
(which may be withheld in that party's absolute discretion)) send either the original
or a copy of this Agreement to the Land Registry Provided always that this Clause
shall not prevent either party making an application for registration of its title
following Completion.
4. NON MERGER
4.1. So far as they remain to be performed or observed the provisions of this Agreement
shall continue in full force and effect notwithstanding Completion.
5. ENTIRE AGREEMENT
5.1. This Agreement contains the entire agreement between the parties and may only be
Schedule 3
4 3
Schedule 3
varied or amended by a document signed by or on behalf of all of the parties.
5.2. The Owner has been given all reasonable opportunity to take legal advice and has
either taken such advice or declined to do so.
5.3. The Council has been consulting the Owner (amongst others) regarding the basis
on which it would acquire the Existing Home. The Owner acknowledges that it is
entering into this Agreement without placing any reliance upon any representation or
statement (written or oral) which may have been made by the Council or any agent,
advisor or other person acting for the Council as part of that consultation or
otherwise and the Council shall not have any rights in relation to any such
representation or statement save where made in this Agreement.
6. INSOLVENCY
6.1. For the purposes of this paragraph 6 "Insolvent" means:
6.1.1. in relation to a company or corporation any of the following:-
6.1.1.1. any step is taken in connection with any voluntary
arrangement or any other compromise or arrangement for
the benefit of any creditors of such company or corporation
or
6.1.1.2. an application is made for an administration order in relation
to such company or corporation or
6.1.1.3. in relation to such company or corporation, the appointment
of an administrator, the filing of documents with the court for the
appointment of an administrator or the giving of notice of
intention to appoint an administrator by such company or
nnrpnrtinn nr itc rlirntnrc nr by a ni ialifyinn finting
holder (as defined in paragraph 14 of Schedule B1 to the
Insolvency Act 1986) or
6.1.1.4. a receiver or manager is appointed in relation to any property .
or income of such company or corporation or
4 4
6.1.1.5. a liquidator is appointed in respect of such company or
corporation or
6.1.1.6. a voluntary winding up of such company or corporation is
commenced, except a winding up for the purpose of
amalgamation or reconstruction of a solvent company in respect
of which a statutory declaration of solvency has been filed with
the Registrar of Companies or
6.1.1.7. a petition is made for a winding up order for such company
or corporation or
6.1.1.8. the occurrence at any time of any event or events in relation
to such company or corporation in a territory outside the
United Kingdom where at such time such company or
corporation has its centre of main interests being an event or
events which under the Law of that territory at such time
have a similar effect as one or more of any of the events
previously described in this definition if such event or events
so previously described had occurred in the United Kingdom
and such company or corporation had had its centre of main
interests in the United Kingdom and
6.1.2. in relation to an individual:-
6.1.2.1. the taking of any step in connection with any voluntary
arrangement or any other compromise or arrangement for the
benefit of any creditors of such individual or
6.1.2.2. the presentation of a petition for a bankruptcy order or the
making of a bankruptcy order against such individual or
6.1.2.3.
the occurrence at any time of any event or events in relation
to such individual in a territory outside the United Kingdom
where such individual has his centre of main interests being
an event or events which under the Law of that territory at
such time have a similar effect as one or more of any of the
Schedule 3
4 5
Schedule 3
events previously described in this paragraph (b) if such event
or events so previously described had occurred in the United
Kingdom and such individual had had his centre of main
interests in the United Kingdom
and "Insolvency" shall be construed accordingly
6.2. If:
6.2.1. the Owner becomes Insolvent (or where the Owner consists of two or
more persons any of such persons becomes Insolvent) prior to
Completion;
6.2.2. the Owner is a company or corporation and is either struck off from the
Register of Companies at the Companies Registry or otherwise ceases to
exist (or if the Owner consists of two or more persons and any such
person is a company or corporation which is either struck off from the
Register of Companies at the Companies Registry or otherwise ceases to
exist)
then in any of such circumstances:-
6.2.3. the Council may serve written notice on the Owner to terminate this
Agreement and on the expiry of such notice this Agreement shall cease and
determine save that:-
6.2.3.1. such determination shall be without prejudice to the rights or
remedies that may have occurred prior to it; and
6.2.3.2. the Owners rights under Legislation shall not be affected by
such determination;
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
7.1. Unless otherwise stated in this Agreement, a person who is not a party to this
Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce
or have the benefit of any term of this Agreement but this does not affect any right or
remedy of a third party which exists or is available apart from that Act.
4 6
8. COUNTERPARTS
8.1. This Agreement may be executed in any number of counterparts, all of which when
taken together shall constitute one and the same instrument.
9. GOVERNING LAW AND JURISDICTION
9.1. This Agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the laws of England and Wales.
9.2. The parties hereby submit to the exclusive jurisdiction of the High Court of England
and Wales in relation to any dispute or claim arising out of or in connection with this
Agreement or in relation to its existence or validity (including non-contractual disputes
or claims).
10. DEVELOPMENT RIGHTS
10.1. Whilst this Agreement remains in effect, the Owner shall waive all rights to light and
air over any adjoining land that may be affected by the Scheme and its development
and shall consent to any reasonable oversailing or any other rights reasonably required
to undertake the Scheme provided that nothing in this paragraph shall prejudice the
Owner's rights after this Agreement shall have come to an end.
11. COMPULSORY POSSESSION NOTICES
11.1. The Council may make and implement a Compulsory Purchase Order.
11.2. The Owner shall not object to a Compulsory Purchase Order being made in respect
of the Existing Home.
11.3. The Council shall not enforce a Compulsory Possession Order against the Owner in
respect of the Existing Home unless the Owner has failed to complete the sale of the
Existing Home and give vacant possession of the Existing Home to the Council in
accordance with the terms of this Agreement.
12. LENDER
The Owner shall:
Schedule 3
4 7
12.1. notify its Lender of the existence of, and the obligations contained in, this
Agreement;
12.2. regularly liaise with the Lender to enable the Lender to provide the Owner with the
information that the Owner needs in order to comply with its obligations in accordance
with the terms of this Agreement;
Schedule 3
4 8
Signed by Name
on behalf of the Council
Signed by Name and Name
Owner(s)
Signed by Name
Third Party Occupier
APPENDIX 'I
TRANSFER
[We anticipate that a form of transfer will be appended to the contract. This will need to
be amended, according to the particular circumstances of each title/transaction but
should be based on a standard form TP1, being the transfer of whole.]
5 0
APPENDIX 2
FORM OF COMPLETION NOTICE
London Borough of Hammersmith & Fulham
Town Hall
King Street
London W6 9JU
For the attention of: [
Dear Sirs
EARLS COURT REDEVELOPMENT: ADVANCE PURCHASE CONTRACT
COMPLETION NOTICE
1. BACKGROUND
1.1. I refer to the Advance Purchase Contract dated ..................................... 20....
1.2. This was made between (1) The Mayor and Burgesses of the London Borough of
Hammersmith and Fulham and (2) ..............................................
1. 3. The address of t he Exi st i ng Home i n t he Advance Purchase Contract i s
2. COMPLETION
2.1. I am entitled to serve a Completion Notice under Schedule 1 of the Advance
Purchase Contract.
2.2. Subject to the terms of the Agreement, I would like to complete on
................................................. 20 ................................ and this shall be the "Contractual
Completion Date" for the purposes of the Advance Purchase Contract.
51
2.3. This is a date no less than 10 weeks and no more than 14 weeks from today.
52
APPENDIX 3
FORM OF VALUATION DISPUTE NOTICE
London Borough of Hammersmith & Fulham
Town Hall
King Strf.lt
London W6 9JU
For the attention of: [
Dear Sirs
EARLS COURT REDEVELOPMENT: ADVANCE PURCHASE CONTRACT
VALUATION DISPUTE NOTICE
1. BACKGROUND
1.1. I refer to the Advance Purchase Contract dated ..................................... 20....
1.2. This was made between (1) The Mayor and Burgesses of the London Borough of
Hammersmith and Fulham and (2) ...............
1. 3. The address of t he Exi st i ng Home i n t he Advance Purchase Contract i s
2. VALUATION DISPUTE NOTICE
2.1. I write in response to the Existing Home Valuation dated .............
2.2. [This was a Council Valuation and I elect to refer this to the [Panel Dispute Valuer /
Upper Tribunal]]. [This was not a Council Valuation and I elect to refer this to the Panel
Dispute Valuer].
5 3
2.3. I acknowledge that if I dispute the valuation, that value may go up or down.
54
DATED 20111
(1) THE MAYOR AND BURGESSES OF THE
LONDON BOROUGH OF HAMMERSMITH AND
FULHAM
(2) [OWNER]
(3) [THIRD PARTY OCCUPIER]
ADVANCE PURCHASE CONTRACT
(QUALIFYING OWNER)
FOR THE SALE AND PURCHASE OF THE
EXISTING HOME
FishFords
www.ashfords.co.uk
9501699.01
Memorandum of Telephone Exchange
Date:
Time:
Name and Firm of Solicitor exchanging for
Council:
Name and Firm of Solicitor exchanging for
Owner:
Law Society Formula A, B or C
Deposit: NIL
Contractual Completion Date: To be determined pursuant to this Agreement
Variations to undertakings (if any):
SCHEDULE 1 ................................................................................................................................ 18
CAIE OF THE EXIQTINrs- HnME .................................................................................................. 18
SCHEDULE 2 ................................................................................................................................. 28
VALUATION COMPENSATION AND EQUITY.............................................................................. 28
SCHEDULE 2 ................................................................................................................................. 32
VALUATION COMPENSATION AND EQUITY.............................................................................. 32
SCHEDULE 2 ................................................................................................................................ 36
VALUATION COMPENSATION AND EQUITY.............................................................................. 36
SCHEDULE 3 ................................................................................................................................. 42
MISCELLANEOUS......................................................................................................................... 42
APPENDIX 1................................................................................................................................... 52
TRANSFER..................................................................................................................................... 52
APPENDIX 2................................................................................................................................... 53
FORM OF COMPLETION NOTICE ........................................................................................ 53
APPENDIX 3.................................................................................................................. 55
FORM OF VALUATION DISPUTE NOTICE............................................................................ 55
PARTICULARS
Date of Agreement:
Existing Home: [Freehold/leasehold] property known as [
] and registered at the Land
Registry under Title Number [ ].
Existing Home Acquisition Price: [ ]
l
Owner: [ ] and
[ l
of the Existing Home
Third Party Occupier: means all of the following:
[ ]
[ ]
all of the Existing Home
Council: [The Mayor and Burgesses of the London Borough of
Hammersmith And Fulham] of [Town Hall, King
Street, London W6 9JU]
Council's Solicitors: [ ] (Ref: [ ]) (or such other
solicitor as the Council may notify the parties of from
time to time)
Owner's Solicitors: [ ] (Ref: [ ]) (or such other
solicitor as the Owner may notify the parties of from time
to time)
1
This is only relevant for those Owners that purchased their home before 1 February 2011. The
Council will require satisfactory evidence of the purchase price paid. If this cannot be provided or if you
purchased your home after 1 February 2011, this figure will be inserted as 0. Your solicitor will be
able to help you demonstrate the total paid, where relevant.
9501699.01
THIS AGREEMENT is made on the date specified in the Particulars between the Council, the
Owner and the Third Party Occupier (if any) specified in the Particulars.
IT IS AGREED AS FOLLOWS:
1. INTERPRETATION
1.1. The defi ni ti ons and rul es of i nterpretati on set out i n thi s cl ause appl y i n thi s
Agreement:-
1973 Act means the Land Compensation Act 1973
1994 Act means the Law of Property (Miscellaneous Provisions) Act 1994
Actual Completion means the date on which Completion actually takes place
Date
means any rents, service charge, insurance charges and/or any
other sums due and payable from the Owner to the Council
(whether payable before or after Completion) pursuant to any
lease of the Existing Home and unpaid as at Completion
means the statutory frameworks and case law for assessing the
compensation payable to landowners and others affected by
proposals for compulsory purchase of land comprised in the Land
Compensation Acts 1961, the Compulsory Purchase Act 1965, the
1973 Act and other Legislation that applies from time to time or such
other replacement statutory framework for assessment as may
become law during the currency of this Agreement
means the aggregate compensation to be determined in accordance
with Schedule 2
means completion of the sale and purchase of the Existing Home
pursuant to this Agreement
Arrears
3
Compensation Code
Compensation
Package
Completion
Completion Notice
means a notice served by the Owner on the Council requiring the
Council to purchase the Existing Home in accordance with the
provisions of Schedule 1 and such notice shall be in the form (or
substantially in the form) of the noticenttnchad App
e
ndi
x
2 nr
such other form as the Council may notify the Owner is a Completion
Notice from time to time
Compulsory Purchase means a legally enforceable order made pursuant to Legislation
Order which entitles the Council to acquire (amongst other things) the
Existing Home irrespective of the agreement of the Owner
Contractual means as appropriate:-
Completion Date
(a) the earlier of:
(1) the date specified in the Completion Notice
provided that such date shall be no earlier
than [10] weeks and no later than 14 weeks
from and including the date of service of the
Completion Notice; and
(ii) the date specified in a written notice ("Council
Notice") served by the Council on the Owner
Provided That such date shall:
(aa) be at least 21 days after the date of
service of the Council Notice; and
(bb) be no earlier than the Nine Month
Notice Date; or
(b) such other date as the Council and the Owner may
agree in writing (in their absolute discretion)
Council's Valuation means the Existing Home Valuation prepared pursuant to
paragraph 3.1 of Part 1 of Schedule 2
4
Dedicated Website means the website to be set up by the Council in accordance with
paragraph 1 of Schedule 3
Developer means the developer or other relevant entity under or pursuant to
the Scheme Agreement
Disturbance Payment means the payment for Di sturbance Expenses assessed
calculated and payable in accordance with paragraph 3 of Part 3 to
Schedule 2
Disturbance Payment means the disturbance payment policy the Council has prepared
Policy and publ i shed i n accordance wi th paragraph 3 of Part 3 to
Schedule 2 as updated from time to time
Early Redemption means the reasonable and proper redemption penalties or fees
Payment whi ch t he Owner reasonabl y and properl y i ncurs on t he
redemption of one or more mortgage or charge secured against the
Existing Home as at Completion provided that
(a) such penalties and fees are incurred as a consequence of
the Existing Home being sold pursuant to this Agreement;
and
(b) such mortgage(s) was taken out prior to July 2011 or if later
it was taken out to refinance a prior fixed term mortgage or
charge
calculated and payable in accordance with paragraph 2 of Part 3 of
Schedule 2
5
means the sum determined to be the "Existing Home Purchase
Price" in accordance with Schedule 2 of this Agreement
means a valuation for the Existing Home carried out in
accordance with the principles set out in paragraph 1 of Part 1 of
Schedule 2
means written notice served by the Council on the Owner
notifying them that the Scheme and/or Owner's Phase is not
proceeding
has the meaning set out in paragraph 1.1 of Schedule 3
means compensation for home improvements assessed
calculated and payable in accordance with paragraph 4 of Part 3
of Schedule 2
means the compensation policy the Council has prepared and
published in accordance with paragraph 4 of Part 3 of Schedule 2 as
updated from time to time
means ten per cent of the Existing Home Purchase Price provided
that the Home Loss Payment:-
(a) must be no less than 4,700 or such other amount as
may be prescribed by section 30(1) of the 1973 Act as at the
Contractual Completion Date (the "Minimum") and where the
Home Loss Payment would otherwise be less than the
Minimum then the Home Loss Payment shall be deemed to
be the Minimum; and
(b) must be no greater than 47,000 or such other amount as
may be prescribed by section 30(1) of the 1973 Act as at the
Contractual Completion Date (the "Maximum") and where
the Home Loss Payment would otherwise be more than the
Maximum then the Home Loss Payment shall be deemed to
be the Maximum
Existing Home
Purchase Price
Existing Home
Valuation
6
Failure Notice
General Notification
Home Improvements
Compensation
Home Improvements
Compensation Policy
Home Loss Payment
Insurance Risks
Legislation
means fire, lightning, explosion, riot, civil commotion, strikes,
labour and political disturbances, malicious damage, acts of
terrorism, storm, tempest, flood, bursting or overflowing of water
t
an
k
s
a
na
l
pipes
da
m
a
ge
by aircraft
a
nd aerial devices a
n
d
arti cl es dropped f rom them, i mpact, earthquake, acci dental
damage (howsoever caused), subsidence, ground slip or heave
means any statute or any order, instrument or regulation made
under it, or any notice or order issued by a government
department, the legislative making institutions of the European
Union, a United Kingdom Government minister or a local public
regulatory or other authority
Lender means the party or parties with the benefit of each and every
charge over the Existing Home
means the market value comprising the estimated amount for
which the Existing Home should exchange between a willing
buyer and a willing seller at the date of the valuation in an arm's
length transaction after proper marketing wherein the parties
had each acted knowledgeably, prudently and without
compulsion, on the basis that it is assessed in accordance with
Practice Statement 3.2 of the sixth edition of the RICS Valuation
Standards but subject to sections 14 16 of the Land
Compensation Act 1961 (as substituted by section 232 of the
Localism Act 2011)
has the meaning given to it in paragraph 10.2 of Schedule 1
Owner's Phase means the phase of the Scheme from which owners and
occupiers of properties including the Existing Home are to be
vacated as determined from time to time pursuant to the Scheme
Agreement
Market Value
Nine Month Notice
Date
7
Panel Dispute Valuer means
(a) a member of the panel of no fewer than three and no
more than six independent surveyors (whether an
individual, a partnership, or a company) which may be
established and maintained by or on behalf of the
Council and/or the Developer as the Panel Dispute
Valuers from time to time for the purposes of resolving
valuation disputes under this Agreement and other
agreements; or
(b) where no panel has been established or maintained or
the Council is unable to instruct a panel member to
produce valuations within the timescales required under
this Agreement, an alternative independent surveyor who
would otherwise qualify for the panel
and the Council shall: (i) ensure that such valuer shall be an
associate (or fellow, or other higher grade) of the Royal Institution
of Chartered Surveyors (or equivalent) specialising in residential
valuations with no less than 5 years experience and (ii) use
reasonable endeavours to ensure that the appointment is on the
basis that he or she has a non-exclusive duty of care to the
Owner (and no Panel Dispute Valuer may also be a Panel Valuer
at the same time)
means the panel of no fewer than three and no more than six
independent residential qualified conveyancers or solicitors
(whether an individual, a partnership, or a company) which may
be established by or on behalf of the Council and/or the
Developer as the Panel Solicitors from time to time for the
purposes of offering independent legal advice to residents
affected by the Scheme
Panel Valuer means
Panel Solicitor
8
(a) a member of the panel of no fewer than three and no
more than six independent surveyors (whether an
individual, a partnership, or a company) which may be
establish.
,,
d and maintained by
or
on behlf of the Council
and/or the Developer as the Panel Valuers from time to
time for the purposes of offering independent valuation
advice to residents affected by the Scheme; or
(b) where no panel has been established or maintained or
the Council is unable to instruct a panel member to
produce valuations within the timescales required under
this Agreement, an alternative independent surveyor who
would otherwise qualify for the panel
and the Council: (i) shall ensure that such valuer shall be an
associate (or fellow, or other higher grade) of the Royal Institution
of Chartered Surveyors (or equivalent) specialising in residential
valuations and (ii) shall use reasonable endeavours to ensure that
the appointment is on the basis that he or she has a nonexclusive
duty of care to the Owner
Relevant Share means the Home Loss Payment less such amount or part of it (if
any) as is payable (pursuant to Legislation) to any Third Parties
Section 20 Charges means any element of works done by the Owner to the Existing
Home in respect of which a Notice under Section 20 of the
Landlord and Tenant Act 1985 has (or should have been) served
on the Owner
Section 34A means:
Application
9
(a) a written notice served by a tenant group on the
Council proposing that the Council should dispose of
part or parts of the land and/or buildings within the
rcIgnint hol icing
nrnvirlar
nr
(b) such other proposal or application submitted by a
tenant group to the appropriate person proposing that
the Council should dispose of part or parts of the land
and/or buildings within the Scheme to a relevant
housing provider
pursuant to Section 34A of the Housing Act 1985 and/or any
Regulations made by the appropriate person under the said Section
34A from time to time
Section 34A Challenge means any claim or challenge against the Council or relevant third party
in relation to any Section 34A Application
Scheme
Scheme Agreement
means the redevelopment of Earls Court (currently including but
not limited to the land commonly known as Earls Court, the Lillie
Bridge Depot, Seagrave Road site, the West Kensington estate
and the Gibbs Green estate) as the same may be varied from
time to time pursuant to the Scheme Agreement
means the agreement(s) made between the Council and the
Developer in relation to the Scheme as the same may be varied
from time to time
Standard Conditions means the Standard Conditions of Sale (Fifth Edition) as
amended or vari ed as st at ed ei t her i n Schedul e 1 t o
t hi s or i n nr , , , ot her par t of t hi s Agreement cannt ,
(and a
Agreem II I 11 pcAl L VI LI 1.7
"Standard Condition")
Suitable Alternative means residential accommodation which is available for rent on
Accommodation such reasonable terms as the Council usually offers from time to
time in relation to tenancies of social rented accommodation
10
(a) a home loss payment pursuant to section 29 of the
1973 Act; and/or
(b) a basic loss payment pursuant to section 33A of the
1973 Act; and/or
(c) a sum equivalent to such a home loss payment or a
basic loss payment pursuant to an agreement between
the Council and Third Parties (or their predecessors in
title)
Transfer means the transfer in the form of the draft annexed to this
Upper Tribunal
Valid Section 34A
Application
Agreement at Appendix 1
means Upper Tribunal (Lands Chamber) to which valuation disputes
may be referred in accordance with this Agreement
means a Section 34A Application:
(a) that complies with all mandatory requirements of the
Housing Act 1985 and the regulations made by the
appropriate person under the said section in relation to
such notices and proposals; and
(b) in respect of which the Council has no grounds on which
it is able lawfully to resist or reject it.
Valuation Dispute means the notice in the form (or substantially in the form) of the
Nrgir.c. notice
attached
at App
e
nd
ix 3
or
such
ether
fnrm as the CCouncil
may notify the Owner is a Valuation Dispute Notice from time to
time
VAT means value added tax or any equivalent or similar tax or duty
which may be imposed in substitution for or in addition to Value
Added Tax
Third Parties means any party or parties entitled to:
11
Working Day means any day from Monday to Friday (inclusive) which is not
Christmas Day, Good Friday or a statutory bank holiday
1. 9. Thi s Agreement i ncorporat es t he St andard
Condi t i o ns .
I f
t he r e
i s any confl i ct
between the Standard Conditions and the express provisions of this Agreement, the
express provisions of this Agreement shall prevail. Terms used or defined in the
Standard Conditions have the same meanings when used in this Agreement and vice
versa.
1.3. This Agreement incorporates the Particulars.
1.4. Nothing contained or implied in this Agreement shall prejudice or affect the rights
powers duties and obligations of the Council in the exercise of its functions as a
local planning highway or building regulations authority or as a local authority under
any statutory provisions and the rights powers duties and obligations of the Council
under all public or private and private statutes bye laws orders and regulations may
be as fully and effectively exercised in relation to the Scheme.
1.5. No approval consent direction or authority given by the Council as local planning or
other authority shall be deemed to be an approval consent direction or authority under this
Agreement or vice versa.
1.6. Termination of this Agreement shall be without prejudice to the liability of either party
to the other in respect of any prior breach of the terms of this Agreement.
1.7. In and for the purpose of this Agreement:-
1.7.1. any reference to any statute or order or to any provision of any statute or
order is construed as including reference to any statutory modification or re
enactment of such statute, order or provision and to any relevant
rP
,
gulPtinnQ r
,
r statutory instruments m2ric.
inner
or in
connect ion
wit h
any such
statute, order or provision and from time to time in force;
1.7.2. where the context so admits:-
1.7.2.1. the expressions "Owner" and "Third Party Occupier" shall
i nc l ude t he i r r e s pe c t i ve s uc c e s s or s i n t i t l e , a s s i gns ,
12
executors, attorneys and personal representatives;
1.7.2.2. the expression "Council" shall include its successors in title
and assigns, including but not limited to any statutory
successor or transferee of the Council's functions and duties;
1.7.3. if at any time any one of the parties hereto shall consist of more than one
pPrsnn any obligations which they have under thi
s
Agreement or which they
undertake shall be enforceable against them all jointly or against each
individually;
1.7.4. references to a "person" include any individual, firm, unincorporated
association or body corporate, words importing the singular number include
the plural number and vice versa and words importing one gender include all
genders;
1.7.5. references to a "week" or a "month" are references to a calendar week
and a calendar month in England respectively;
1.7.6. the words "include(s)" and "including" are to be construed without
limitation;
1.7.7. references to Clauses or Schedules or Appendices unless otherwise
specified mean the Clauses of or the Schedules or the Appendices to this
Agreement;
1.7.8. headings to Clauses Schedules and Appendices are disregarded in
interpreting this Agreement;
1.7.9. if a competent court or administrative body finds that any provision of this
Agreement is invalid, illegal or unenforceable:
1.7.9.1. the rest of this Agreement shall remain unaffected and in
force;
1.7.9.2. if deleting part of the provision would make it valid, legal or
enforceable, it shall apply with all changes necessary to make it
valid, legal or enforceable;
13
1.7.9.3. if clause 1.7.9.2 does not apply, the parties shall try to
replace the provision with a valid, legal or enforceable
provision which achieves as closely as possible the effect
that the relevant provision would have achieved; and
1.7.9.4. the obligations of the parties under the relevant provision
shall be suspended during any attempt at substitution under
clause 1.7.9.3; and
1.7.10. writing or written include faxes but not email.
2. SALE AND PURCHASE OF THE EXISTING HOME
Subject to the terms of this Agreement, the Owner sells and the Council purchases the
Existing Home on the Contractual Completion Date for the Existing Home Purchase
Price.
SCHEME FAILURE
3.1. The Council may serve a Failure Notice on the Owner at any time.
3.2. The Owner may serve a Completion Notice within 2 months from but excluding the
date of service of the Failure Notice requiring the Council to purchase the Existing Home
in accordance with the terms of this Agreement.
3.3. If the Owner has not served a valid Completion Notice within 2 months from but
excluding the date of service of the Failure Notice then this Agreement shall
automatically cease and determine (without the need for the service of any further
notice) on the date immediately after the date that is 2 months from but excluding the
date of service of the Failure Notice.
4. THIRD PARTY OCCUPIER
In consideration of the Owner entering into this Agreement, the Third Party
Occupier:-
4.1. agrees to the sale of the Existing Home on the terms of this Agreement;
4.2. covenants that the Third Party Occupier will not register rights in relation to the
14
Existing Home, whether under the Family Law Act 1996 or otherwise, and that the Third
Party Occupier will procure before completion of the sale and purchase of the Existing
Home the removal or cancellation of any registration that the Third Party Occupier (or
someone on their behalf) may have made;
4.3. covenants to release any beneficial interest which the Third Party Occupier may
have in the Existing Home, such release to be effective from the Contractual Completion
Date for the sale and purchase of the Existing Home;
4.4. covenants that the Third Party Occupier will vacate the Existing Home on or before
the Contractual Completion Date for the sale and purchase of the Existing Home;
and
4.5. confirms that it has been given every opportunity to take independent legal advice
on the obligations set out in this Agreement before signing this Agreement and has either
taken or declined it.
5. DEPOSIT
5.1. No deposit is payable by either party on the date of this Agreement.
5.2. If Completion does not take place no party shall be required to pay any amount in
lieu of a deposit.
6. VALUE ADDED TAX
Standard Condition 1.4 applies to this Agreement.
2
7 MAIN RESIDENCE
The Owner warrants that the Existing Home was occupied as the Owner's only or main
residence immediately prior to exchange of this Agreement.
8. MAINTENANCE OF THE EXISTING COMMUNITY DURING BUILD
The Council shall use reasonable endeavours to prepare and issue a policy or policies
for:-
2
PM- MdR to advise CapCo.
15
8.1. establishing its commitment to undertaking repairs and maintenance of those part or
parts of each estate within and affected by the Scheme and for which the Council has a
statutory or contractual obligation to maintain to a certain standard of repair (and the
Owner acknowledges that such policy or policies must be subject to the Council's
obligation not to waste public funds); and
8.2. the re letting and security of those part or parts of each estate within and affected by
the Scheme and owned by the Council which became vacant before the residents of
such estate(s) are required to vacate.
9. CONSIDERATE CONSTRUCTORS SCHEME
9.1. The Council shall use reasonable endeavours to ensure that al l contractors
undertaking works in relation to the Owner's Phase are registered with the "Considerate
Constructors Scheme" or such other similar or replacement scheme.
9.2. The Council shall establish a policy regarding compensation (if any) for residents
who have been severely affected by nuisance or inconvenience as a consequence of a
contractor failing to conform to the "Considerate Constructors Scheme" or such other
similar or replacement scheme.
10. SUITABLE ALTERNATIVE ACCOMMODATION
If the Owner can not afford an alternative home as and when it is required to vacate the
Existing Home pursuant to this Agreement, the Owner may be entitled to an offer of
Suitable Alternative Accommodation if it meets the Council's criteria (which will include
an assessment of needs and financial circumstances) at the time for the provision of
Suitable Alternative Accommodation based on the financial assessment.
11. SCHEDULES
The
Crherluilec
form prt of this Agrmnt and shall h
,
" reri
is
if inrsr
,
rpnrnt
,
..r
1
in full into
the main body of this Agreement. The parties hereto shall observe and perform
their respective obligations set out in the Schedules and covenant on the terms set
out therein.
SIGNED by or on behalf of the parties on the date which first appears in this Agreement.
16
17
Schedule 1
SCHEDULE
SALE OF THE EXISTING HOME
1. TIT! E AND TITLE GUARANTEE
1.1. The Owner sells the Existing Home with full title guarantee provided that:-
for the purpose of section 6(2)(a) of the 1994 Act all matters recorded in
registers open to public inspection as at the date of this Agreement are to be
considered within the actual knowledge of the Council;
1.1.2. (if the Owner's interest in the Existing Home is leasehold) subject to
paragraphs 4 and 17 of this Schedule 1, the covenants implied by sections
3 and 4 of the 1994 Act shall be modified so that the Owner shall not be
liable for the consequences of any breach of the tenant covenants in the
Owner's lease relating to the physical state and condition of the Existing
Home as at the date of this Agreement.
1.2. The Council acknowledges that it has investigated the title to the Existing Home
prior to the date of this Agreement.
2. VACANT POSSESSION
2.1. The Existing Home is sold with vacant possession on Completion.
3. MATTERS AFFECTING THE EXISTING HOME
3.1. The Existing Home is sold subject to and where applicable with the benefit of the
following matters (so far as they affect the Existing Home and are subsisting or capable
of taking effect) and the Council is deemed to purchase with full knowledge of such
matters:-
3.1.1. any matters contained or referred to in the registers maintained by the
Land Registry of the Owner's registered title (other than financial
charges);
3.1.2. the matters contained or referred to in the Transfer;
3.1.3. all unregistered interests which in accordance with the Land Registration
18
Schedule 1
Act 2002 will in the case of each and any estate to be disposed of pursuant to
this Agreement:-
3.1.3.1. override the disposition of any such estate which is currently
registered or will be registered prior to Completion; or
3.1.3.2. override the first registration of title to any such estate which
is currently not registered and will not be registered prior to
Completion or would override first registration of title to such
estate if such estate were capable of being registered;
3.1.4. the matters mentioned in Standard Condition 3.1.2;
3.1.5. all local land charges, whether or not registered before this Agreement
was entered into and all matters capable of registration as local land charges,
whether or not actually registered;
3.1.6. all notices served and orders, demands, proposals or requirements made
by any local or any public authority after the date of this Agreement;
3.1.7. all actual or proposed orders, directions, notices, charges, restrictions,
conditions, agreements and other matters arising under any Legislation
affecting the Existing Home;
3.1.8. any matters disclosed by searches or enquiries made before the date of
this Agreement or which would have been disclosed by searches that a
prudent buyer would have made before the date of this Agreement.
3.2. The Owner irrevocably waives any lien, right or other interest it may have or retain
whether by operation of law or otherwise over the Existing Home after Completion.
4. STATE OF REPAIR
4.1. If the Owner is the freehold owner of the Existing Home, then the Owner covenants
to repair and maintain the Existing Home so that the Existing Home is in no worse
condition than it is at the day of this Agreement.
4.2. If the Owner is the owner of a leasehold interest in the Existing Home, then the
Owner covenants to comply with the terms of its lease in relation to the state of
19
Schedule 1
repair and decoration of the Existing Home.
4.3. The Owner shall not cause or permit the causing of such damage or destruction to
any part or parts of the Existing Home that would materially adversely affect the
marketability of the Existing Home to a prospective purchaser or tenant of the Existing
Home.
5. EVIDENCE OF IDENTITY WHERE PARTY IS NOT REPRESENTED
5.1. This paragraph applies where the Owner and/or a Third Party Occupier is not
represented by a conveyancer (as defined in Rule 217 Land Registration Rules 2003)
(whether now or at any time during the term of this Agreement).
5.2. On or before the Contractual Completion Date, the Owner will provide to the
Council's Solicitors such evidence of identity of the Owner and/or the Third Party
Occupier as the Council shall reasonably require in order to ensure that the Council
and/or its successors in title can be lawfully registered as proprietor of the Existing
Home at the Land Registry.
5.3. Until the Owner complies with this paragraph it will be deemed not to be ready,
willing and able to complete.
6. DISCHARGE OF REGISTERED CHARGE
6.1. This paragraph applies where there is a charge or charges over the Existing Home
which are subsisting and/or registered against the Existing Home immediately before
Completion.
6.2. On or before the Actual Completion Date the Owner will:-
6.2.1. use all reasonable endeavours to procure that the Lender is to execute a
discharge of each relevant charge in Land Registry Form DS1 or a
release in Land Registry Form DS3 or such other relevant form as the
Land Registry may introduce from time to time; and
6.2.2. procure that the Owner's Solicitors provide to the Council's Solicitors one
of the following:-
6.2.2.1. the name, address and reference of the conveyancer (as
20
Schedule 1
defined in Rule 217 Land Registration Rules 2003) acting for the
Lender;
6.2.2.2. a duly completed Land Registry Form ID1 or ID2 (as
appropriate) or such other relevant equivalent form as the Land
Registry may introduce from time to time in respect of the
Lender; and
6.2.3. procure that the Owner's Solicitors provide to the Council's Solicitors one
of the following:-
6.2.3.1. an undertaking to discharge the charge and to forward a duly
completed and signed Land Registry Form DS1 to the
Council's Solicitors after it receives it from the Lender or
procure that the Lender forward the electronic discharge
form to the Land Registry; or
6.2.3.2. duly completed and signed Land Registry Form DS1 or a
release in Land Registry Form DS3 or such other relevant
equivalent form as the Land Registry may introduce from time to
time and/or AP1 (as appropriate) signed by the Owner's
Solicitors.
INSURANCE
7.1. Standard Condition 5.1 shall not apply.
7.2. Save to the extent that the Owner is the owner of a leasehold interest in the Existing
Home and the Owner's landlord is under an obligation to insure the Existing Home
under the relevant lease, the Owner shall insure the Existing Home (and do
everything necessary to maintain the insurance policy) for the period from the date
hereof until and including the Actual Completion Date (at which point the Owner shall
cancel the policy) against the Insurance Risks and for its reasonably estimated
reinstatement cost.
7.3. For the avoidance of doubt if the Existing Home suffers loss or damage prior to the
Actual Completion Date the Owner will be entitled to serve a Completion Notice
21
Schedule 1
provided that the Owner:
7.3.1. makes a claim under the insurance policy and pays to the Council on the
Actual Completion Date the amount of any insurance policy moneys which the
Owner has received (or receives), so far as not applied in repairing or
reinstating the Existing Home; and
7.3.2. if no final payment of such policy monies has then been received, assigns
to the Council, at the Council's expense, all rights to claim under the
policy in such form as the Council reasonably requires and pending
execution of the assignment, holds any policy moneys received in trust
for the Council.
8. RESTRICTION
Before the Actual Completion Date the Owner shall (save as required by
Legislation or court order) not do or allow to be done anything which would prevent
or impede the Owner's ability to transfer the Existing Home with vacant possession
on Completion.
9. STANDARD CONDITIONS
9.1. The Standard Conditions shall apply to the sale and purchase of the Existing Home,
save as otherwise set out below or elsewhere in this Agreement.
9.2. References to the "seller" shall be to the Owner and references to the "buyer" shall
be to the Council.
9.3. Standard Conditions 1.1.4, 1.5, 2, 3.1.1, 3.1.2, 3.1.3, 4, 5.2, 6.2, 6.4, 6.8.3, 7.2, 8.1
and 8.3 shall not apply.
9.4. For the purposes of Standard Condition 7.3.2 the contract rate shall be 2% above
the base lending rate from time to time of Barclays Bank PLC or if such rate shall cease
to be published the Law Society's interest rate from time to time in force.
10. OWNER'S PHASE AND NINE MONTHS NOTICE
10.1. The Council shall notify the Owner that the Existing Home i s to be wi thi n a
forthcoming phase of the Scheme within 14 days of the date of the relevant CPO
22
Schedule 1
Start Notice as defined under the Scheme Agreement (and confirm the location and
extent of the Owner's Phase) provided that such notifications and update(s) may be
given by way of General Notification.
10.2. Prior to the service of a Council Notice, the Council shall give the Owner no less
than nine months notice of its estimated Contractual Completion Date (the "Nine
Month Notice Date") (and, for the avoidance of doubt, such estimated date referred
to in this notice: (a) may be subject to change; and (b) shall, as at the date of service
of the notice, be no earlier than the date by which the Council reasonably anticipates
that it requires the Owner to vacate the Existing Home in order to facilitate the
redevelopment of that home pursuant to the Scheme Agreement as part of the
Owner's Phase).
11. COMPLETION NOTICE
Subject to paragraph 11.2, the Owner shall be entitled to serve a Completion Notice
requiring the Council to acquire the Existing Home pursuant to the terms of this
Agreement:
11.1.1. at any time during this Agreement; and/or
11.1.2. where the Council has served a Failure Notice on the Owner so that for
the avoidance of doubt the Owner shall not be able to serve a Completion
Notice after termination of this Agreement pursuant to Clause 3 (meaning
that the Owner must respond within the 2 month period referred to in
Clause 3).
11.2. The right to serve a Completion Notice is suspended from and including the date on
which the Council serves a Suspension Notice (as defined by paragraph 18.1.2 of this
Schedule 1) provided that a Suspension Notice shall not affect any valid Completion
Notice served by the Owner on the Council before the date of service of the relevant
Suspension Notice and the provisions of this Schedule shall continue to apply and
operate.
11.3. A Completion Notice served by the Owner must:
11.3.1. refer to the date and parties to this Agreement;
2 3
11.3.2. identify the Existing Home;
11.3.3. specify a completion date for the sale and purchase of the Existing Home
for the purposes of paragraph (a)(i) of the definition of "Contractual
Completion Date" provided that for the avoidance of doubt:
11.3.3.1. such date shall be no earlier than 10 weeks and no later than
14 weeks from and including the date of service of the
Completion Notice; and
11.3.3.2. such date shall be on a Working Day; and
11.3.3.3. if the Council has served or serves a Council Notice (as
defined in the definition of Contractual Completion Date) and
the Contractual Completion Date in the Council Notice is
earlier than that identified in the Completion Notice, the date
in the Council Notice shall prevail)
and any Completion Notice which fails to comply with this paragraph 11.3
shall be null and void and of no effect.
11.4. On servi ce of a val i d Compl eti on Noti ce the compl eti on date referred to i n
paragraph 11.3.3.1 above shall be deemed to be the Contractual Completion Date
for the purposes of this Agreement (subject to the proviso in paragraph 11.3).
12. COUNCIL NOTICE
12.1. The Council shall be entitled to serve a Council Notice at any time during this
Agreement.
13. ENGROSSMENT AND EXECUTION
13.1. The Council shall or shah procure that engrossments of the Transfer and duplicate
shall be prepared and shall supply such engrossments to the Owner's Solicitors at least
10 Working Days prior to the Contractual Completion Date.
13.2. The Owner shall procure that the engrossments of the Transfer and duplicate duly
executed by the Owner shall be returned to the Council's Solicitors (or as the Council
may direct) not more than 5 Working Days after such engrossments have
Schedule 1
2 4
Schedule 1
been delivered pursuant to paragraph 13.1.
14. COMPLETION
14.1. CnmplAtion shall take place
on
the Contractual Completion Date. The Contractual
Completion Date shall also be the "completion date" for the purposes of the Standard
Conditions.
14.2. Completion shall take place at the Council's Solicitor's offices (or such other place
as the Council may nominate).
14.3. Any Completion by post or through a document exchange shall be at each party's
respective expense and risk and neither the Owner nor the Council (nor their respective
solicitors) shall be liable for the loss of any documents so sent so long as they were
properly addressed.
15. TRANSFER
15.1. On the Contractual Completion Date, the Owner shall transfer the Existing Home to
the Council or to the Developer or to such third party or parties as the Council may
direct.
16. PAYMENT OF COMPLETION MONIES
16.1. Completion monies shall be calculated and payable in accordance with Schedule 2.
17. ARREARS
17.1. If the Owner is the owner of a leasehold interest in the Existing Home, the Owner
shall:
17.1.1. pay the rents and other sums reserved by the lease of the Existing Home;
and
17.1.2. observe and perform the tenant covenants contained in the said lease
up to and including Completion and in any event use reasonable endeavours to
prevent Arrears accruing.
25
18. SUSPENSION OF SCHEDULE 1
18.1. If a Section 34A Application is submitted and/or a Section 34A Challenge is issued
then:-
18.1.1. this Agreement will remain in effect; but
18.1.2. the Council may give written notice (a "Suspension Notice") to the
Owner to temporarily suspend the provisions of paragraph 11 of this
Schedule 1 and any Completion Notice served after the date of service of
a Suspension Notice shall be of no effect.
18.2. For the avoidance of doubt, the Council may give more than one Suspension Notice
but no more than one Suspension Notice may be served per Section 34A
Application.
18.3. A valid Completion Notice served before the date of service of a Suspension Notice
shall continue to have effect and the Council shall purchase such property on the
Contractual Completion Date in accordance with the terms of this Agreement.
18.4. If :
18.4.1. a Valid Section 34A Application is made;
18.4.2. a Secti on 34A Chall enge has been i ssued (i n respect of which the
prospects of success have at any point during the progress of the Section 34A
Challenge been determined by leading counsel acting for the Council as being
less than 50%);
in relation to the disposal of part of the Scheme to a housing association that
includes the Existing Home and the building and common areas of which it
forms part; or
18.4.3. either:
18.4.3.1. the Council is unconditionally committed to disposing of the
relevant land to the relevant housing provider pursuant to a
Valid Section 34A Application or as result of a successful
Schedule 1
2 6
Schedule 1
Section 34A Challenge; or
18.4.3.2. such disposal has taken place,
the Council may immediately serve written notice on the Qualifying nkivnar
terminating this Agreement ("Termination Notice") and upon service of a
Termination Notice this Agreement shall be at an end.
18.5. If any Section 34A Application is rejected and that decision is not subject to a
Section 34A Challenge, or if it is subject to a Section 34A Challenge the challenge
has confirmed the rejection (and is not capable of any further appeal or if capable of
further appeal the deadline for filing any appeal has passed without any appeal
having been issued), the Council shall forthwith serve written notice on the Owner
that the suspension is ended ("Resumption Notice") and upon service of the
Resumption Notice the provisions of this Schedule 1 shall be in full force and effect.
18.6. Once 24 months have passed from the date of the Suspension Notice the
Resumption Notice will be deemed to have been served.
27
Schedule 2
SCHEDULE 2
VALUATION COMPENSATION AND EQUITY
Part I.
Valuation
1. BASIS OF VALUATION FOR EXISTING HOME
The Existing Home Valuation shall be on the basis of a "No Scheme Market Value",
which means the Market Value of the Existing Home, subject to the following
assumptions and disregards which shall prevail in the case of conflict:-
1.1. it shall be assumed (whether or not such is the case) that:-
1.1.1. neither the Existing Home nor any part of it shall have been damaged or
destroyed by any of the Insurance Risks;
1.1.2. the Existing Home is to be sold with vacant possession; and
1.2. there shall be disregarded:-
1.2.1. any enhancement in the value that is attributable to the Scheme and the
need of the Council to acquire the Existing Home as part of the Scheme;
1.2.2. any charges or encumbrances from which the Existing Home is to be
released on or before Completion;
1.2.3. the existence of this Agreement; and
1.2.4. any improvements made to the Existing Home upon or after the date of
this Agreement other than improvements made pursuant to Legislation.
2. VALUATION ON SERVICE OF COMPLETION NOTICE
2.1. If a Completion Notice is served:
2.1.1. before the date of service of the Council's Valuation; or
2 8
2.1.2. on or after the date which is 10 months after the Nine Month Notice Date
then, following service of that Completion Notice, the Council shall instruct a Panel
Valuer as soon as reasonably practicable after the date of service of the Completion
Notice to prepare an Existing Home Valuation in accordance with Schedule 2 and to
provide a copy of that valuation to the Council and Owner within 2 weeks of receipt
of such instruction.
2.2. The Panel Valuer's fees for preparing such Existing Home Valuation shall be paid by
the Council.
3. VALUATION WHERE COMPLETION NOTICE HAS NOT BEEN SERVED
3.1. Where a valid Completion Notice has not been served the Council shall instruct a
Panel Valuer to prepare an Existing Home Valuation in accordance with Schedule 2
and to provide a copy of that valuation to the Council and Owner on or before the
date that is 3 months before the Nine Month Notice Date (the "Council's
Valuation").
3.2. The Panel Valuer's fees for preparing such Existing Home Valuation shall be paid by
the Council.
ELECTION TO DISPUTE PROCESS
4.1. If the Owner disputes an Existing Home Valuation, it must serve a completed
Valuation Dispute Notice on the Council within [4] weeks of the service of that Existing
Home Valuation, confirming that it disputes that Existing Home Valuation.
4.2. The Owner and the Council acknowledge that a disputed Existing Home Valuation
can go up or down as a result of the dispute process set out in Part 2 of Schedule 2.
4.3. The Owner may:-
4.3.1. elect in the Valuation Dispute Notice to require an Existing Home
Valuation to be referred to a Panel Dispute Valuer and upon such valid
election Part 2 of this Schedule 2 shall apply; and
4.3.2. where the Existing Home Valuation is the Council's Valuation, elect in the
Valuation Dispute Noti ce to refer the Existing Home Valuation to the
Schedule 2
2 9
Schedule 2
Upper Tribunal (save that the Owner cannot elect to refer the Council's
Valuation to both a Panel Dispute Valuer and the Upper Tribunal, it can
only elect one) and upon such valid election Part 2 of this Schedule 2
shall apply.
4.4. If the Owner fails to serve a valid completed Valuation Dispute Notice within
[4] weeks of the service of the Existing Home Valuation it shall be deemed to accept the
Existing Home Valuation.
5. APPROVAL OR DETERMINATION OF EXISTING HOME PURCHASE PRICE
5.1. Subject always to paragraph 5.2 of this Part 1 of this Schedule 2:
5.1.1. where the Owner accepts (or is deemed to accept) the Existing Home
Valuation this shall be the Existing Home Purchase Price for the purposes of
this Agreement; or
5.1.2. where the Existing Home Valuation is disputed and referred to the Panel
Dispute Valuer then:
5.1.2.1. where the disputed Existing Home Valuation is yet to be
determined by the Panel Dispute Valuer as at the date which is
20 Working Days before the Contractual Completion Date then
the Existing Home Valuation shall be the Existing Home
Purchase Price for the purposes of Completion; and
5.1.2.2. where that Existing Home Valuation so referred has been
determined as at the date which is 20 Working Days before
the Contractual Completion Date then the value as
determined under Part 2 of this Schedule 2 shall be the
Existing Home Purchase Price for the purposes of
Completion; or
5.1.3. where the Council's Valuation is disputed and referred to the Upper
Tribunal then:
5.1.3.1. where the Council's Valuation is yet to be determined as at
the date which is 20 Working Days before the Contractual
3 0
Schedule 2
Completion Date then the Council's Valuation shall be the
Existing Home Purchase Price for the purposes of
Completion; or
5.1.3.2. where the Council's Valuation has been determined as at the
date which is 20 Working Days before the Contractual
Completion Date, then the Existing Home Purchase Price
shall be the Council's Valuation as determined by the Upper
Tribunal.
5.2. Where, as at the date which is 20 Working Days before the Contractual Completion
Date, the Existing Home Valuation (whether this is agreed, deemed to be agreed,
determined or yet to be determined) is less than the Existing Home Acquisition
Price, then the Existing Home Acquisition Price shall be the Existing Home
Purchase Price for the purposes of this Agreement.
31
Schedule 2
SCHEDULE 2
VALUATION COMPENSATION AND EQUITY
Part 2
Valuation: Dispute Resolution
REFERENCE TO PANEL DISPUTE VALUER
Where the Owner elects to refer the Existing Home Valuation to the Panel Dispute
Valuer the Council shall:
1.1. promptly after referral, notify the Owner of the name and contact details of the
appointed Panel Dispute Valuer;
1.2. within one week of the date of service of the Valuation Dispute Notice, refer the
dispute to the Panel Dispute Valuer on the following basis:-
1.2.1. the Panel Dispute Valuer shall act as an expert not as an arbitrator;
1.2.2. the appointed Panel Dispute Valuer must:
1.2.2.1. have regard to any reasonable representations from the
Council and the Owner received within one week of referral;
1.2.2.2. issue its written determination of the Existing Home
Valuation to the Council, the Developer and the Owner as
soon as reasonably practicable and in any event, within
two weeks of referral;
1.2.3. if the appointed expert dies, delays unduly or becomes unwilling or
incapable of acting then the Council may nominate another Panel Dispute
Valuer in his place; and
1.2.4. the decision of the expert shall be binding (save in cases of manifest error
or fraud).
32
2. REFERENCE TO UPPER TRIBUNAL
2.1. Subject to paragraph 2.2, where the Owner elects to refer the Council's Valuation to
the Upper Tribunal:
2.1.1. within two weeks of the date of service of the Valuation Dispute Notice,
the Council shall refer the dispute to the Upper Tribunal by submitting an
application for reference by consent under s. 1(5) Lands Tribunal Act 1949,
together with a copy of the Council's Valuation;
2.1.2. the Upper Tribunal shall be required to value the Existing Home on the
basis of the No Scheme Market Value as defined by this Agreement and in
accordance with the Compensation Code;
2.1.3. the Council and the Owner shall, in so far as possible, require the Upper
Tribunal to issue its determination in writing, without a hearing, as soon as
reasonably practicable after referral;
2.1.4. the parties shall comply with the reasonable directions of the Upper
Tribunal no later than the reasonable deadlines imposed or requested by the
Upper Tribunal;
2.1.5. the parties shall be bound by the decision of the Upper Tribunal.
2.2. If the Upper Tribunal ceases to exist before a referral has been made then the
entitlement to require a referral in the Valuation Dispute Notice shall cease to have
effect.
2.3. If the Upper Tribunal rejects the application for reference by consent then the
dispute shall be referred to the Panel Dispute Valuer and paragraphs 1 and 3 of Part 2
and paragraphs 4 and 5 of Part 1 of this Schedule 2 shall apply as if the date
on which
the
rejection of
the
application is
recei,ied
by the Council is th
e
r
d
lat
e on
which the Owner
requires a reference to a Panel Dispute Valuer.
2.4. Each party shall pay its professional costs and expenses incurred in relation to the
reference to the Upper Tribunal or they shall be paid as directed by the Upper
Tribunal.
Schedule 2
33
3. COMPLETION BEFORE RESOLUTION OF DISPUTE
If as at the date that is 20 Working Days before the Contractual Completion Date, the
Panel Dispute Valuer or the Upper Tribunal has not yet determined a relevant valuation
dispute then:-
3.1. where the Existing Home Valuation is subsequently determined to be greater than
the Existing Home Purchase Price the Council shall pay to the Owner the difference
between the newly determined Existing Home Valuation and the Existing Home
Purchase Price (including the difference in relation to the Relevant Share of the
Home Loss Payment) and for the avoidance of doubt where paragraph 5.2 of Part 1
of Schedule 2 applied (so that the Existing Home Acquisition Price was the Existing
Home Purchase Price as at Completion) this will be the difference between the
Exisiting Home Valuation and the Existing Home Acquisition Price;
3.2. where the Existing Home Valuation is subsequently determined to be lower than the
Existing Home Purchase Price:-
3.2.1. where paragraph 5.2 of Part 1 of Schedule 2 applied (so that the Existing
Home Acquisition Price was the Existing Home Purchase Price as at
Completion) no difference shall be payable by either party;
3.2.2. where paragraph 5.2 of Part 1 of Schedule 2 did not apply (so that the
Existing Home Acquisition Price was not the Existing Home Purchase Price
as at Completion)
3.2.2.1. where the Existing Home Valuation is also subsequently
determined to be lower than the Existing Home Acquisition
Price, the Owner shall pay to the Council the difference
between the Existing Home Acquisition Price and the Existing
Home Purchase Price (including the difference in relation to
the Relevant Share of the Home Loss Payment);
3.2.2.2. where Existing Home Valuation is subsequently determined
to be greater than the Existing Home Acquisition Price, the
Owner shall pay to the Council the difference between the
newly determined Existing Home Valuation and the Existing
Schedule 2
34
Schedule 2
Home Purchase Price (including the difference in relation to the
Relevant Share of the Home Loss Payment); and
3.3. any sums payable pursuant to this paragraph 3 shall be due within 4 weeks of such
determination.
35
Schedule 2
SCHEDULE 2
VALUATION COMPENSATION AND EQUITY
Part 3
Completion Monies & Compensation
1. PAYMENT OF COMPLETION MONIES
1.1. The amount payable by the Council at Completion is:-
1.1.1. the Existing Home Purchase Price;
1.1.2. plus the Relevant Share of the Home Loss Payment and the Earl y
Redemption Payment (if any);
1.1.3. plus or minus any other sum due from the Owner or the Council to the
other under this Agreement where such other sum is due upon or after
Completion;
1.1.4. minus the Arrears (if any)
and such sum shall be paid by direct credit to the Owner's Solicitors' client account.
1.2. The Disturbance Payment and Home Improvement Compensation (if any) shall be
payable in accordance with this Part 3 of this Schedule 2.
2. EARLY REDEMPTION PAYMENTS
2.1. The Owner shall deliver to the Council no later than 10 Working Days before the
Contractual Completion Date:-
2.1.1 a statement confirming the amount of the Early Redemption Payment
payable to the Owner on Completion; and
2.1.2. reasonabl e evi dence that the Owner has or wi l l i ncur such Earl y
Redemption Payment, by way of a copy invoice, statement and/or
demand that demonstrates the amount(s) claimed in relation to the
Existing Home.
36
2.2. The Council shall only be obliged to pay those amounts forming part of the Early
Redemption Payment where:
2.2.1. such amount i s i ncl uded i n the statement provi ded pursuant to
paragraph 2.1.1; and
2.2.2. reasonable evidence of such amount having been incurred is provided
pursuant to paragraph 2.1.2.
3. DISTURBANCE PAYMENTS
3.1. During the Scheme the Council will prepare and issue a policy to be known as the
"Disturbance Payment Policy" which:
3.1.1. details the aggregate total of the reasonable and proper expenses
(the "Disturbance Expenses") of the Owner reasonably and properly
incurred as a consequence of or in connection with the sale/transfer of the
Existing Home under this Agreement; and
3.1.2. may list a scale of flat rate payments for one or more Disturbance
Expenses (other than the costs of buying and selling the properties) compliant
with the Compensation Code
and the Council may review and update or amend it from time to time.
3.2. For the avoidance of doubt the Disturbance Expenses (defined in paragraph 3.1
above) include (but are not limited to):
3.2.1. reasonable costs incurred of employing a Panel Valuer to advise on the
Existing Home Valuation;
3.2.2. reasonable costs of employing a Panel Solicitor to advise in relation to thiS
Agreement and matters arising from it (including entitlements under the
Compensation Code) or buying another home elsewhere;
3.2.3. reasonable and proper costs of re-directing mail, disconnections and
reconnections, removal expenses and alterations to furnishings.
3.3. The Council shall keep the Owner informed as a minimum by General Notification
Schedule 2
37
Schedule 2
and shall ensure that an up to date version of the Disturbance Payment Policy is
published on the Dedicated Website at all times.
3.4. To claim the Disturbance Payment the Owner shall deliver to the Council no later
than 20 Working Days after the Actual Completion Date:-
3.4.1. a statement of the total Disturbance Expenses which the Owner is
claiming, together with a breakdown; and
3.4.2. either:
3.4.2.1. evidence that the Owner has incurred such Disturbance
Expenses, by way of copy invoices and/or demands or other
reasonable evidence;
3.4.2.2. if the Owner use the services of a Panel Solicitor or Panel
Valuer, their fees and expenses will be paid by the Council
directly and will not need to be included in any statement;
3.4.2.3. if the Owner use the services of a removal contractor who is
a member of the Council's panel of removal contractors (if
any), details of which (if set up) will be published on the
Dedicated Website, their fees and expenses will be paid by
the Council directly and will not need to be included in any
statement;
3.4.2.4. the Owner may accept the flat rate payments listed in the
Disturbance Payment Policy for one or more of its
Disturbance Expenses by serving written notice to that effect
in lieu of the evidence required by paragraph 3.4.2.1 and if it
does so, the Owner will not need to prove its actual costs for
that particular item(s).
3.5. The Council will assess such claim for Disturbance Payment in accordance with its
Disturbance Payment Policy and pay it to the Owner within 20 Working Days of
agreement or determination of the proper amount.
3.6. If having submitted a statement in accordance with paragraph 3.4.1 further
3 8
Schedule 2
Disturbance Expenses are incurred or are ascertained the Owner shall give details to the
Council as soon as reasonably practicable together with the evidence required by
paragraph 3.4.2 and paragraph 3.5 shall apply.
4. HOME IMPROVEMENTS COMPENSATION
4.1. During the Scheme the Council will prepare and issue a policy to be known as the
"Home Improvements Compensation Policy" which, amongst other things:
4.1.1. shall specify the criteria against which a Owner will be entitled to
compensation for any reasonable and proper costs incurred by the
Owner (and others Owners) in connection with improvements made to
the Existing Home that are not reflected in the Market Value of the
Existing Home;
4.1.2. will state the level of compensation payable with reference to the said
specified criteria (the "Home Improvements Compensation");
4.1.3. will provide a sliding scale of rebates for decent homes payments which
will be payments for any Section 20 Charges not reflected in the Market Value
of the Existing Home;
4.1.4. shall state what the Owner must do to claim Home Improvements
Compensation
and the Council may review and update or amend it from time to time.
4.2. The Council shall keep the Owner informed as a minimum by General Notification
and shall ensure that an up to date version of the Home Improvements
Compensation Policy is published on the Dedicated Website at all times.
4.3. The Council shall pay the Owner any Home Improvements Compensation to which it
is entitled such payment to be assessed and paid in accordance with the Home
Improvements Compensation Policy.
5. HOME LOSS PAYMENT
5.1. The Home Loss Payment and Relevant Share shall be assessed in accordance with
39
Schedule 2
the 1973 Act and paid on Completion.
6. COMPENSATION PACKAGE
The Compensation. Package shall comprise:-
6.1. the Relevant Share of the Home Loss Payment;
6.2. the Early Redemption Payment (if any);
6.3. the Disturbance Payment; and
6.4. the Home Improvements Compensation (if any)
assessed and paid in accordance with or as directed by this Agreement.
7. RIGHT TO BUY DISCOUNT: REPAYMENT WAIVER On
the Actual Completion Date:
7.1. the Counci l shal l wai ve the benefi t of any rights or covenants (the "Repayment
Rights") it may have pursuant to sections 155, 155A and 155B of the Housing Act 1985 to
recover some or all of the maximum amount it would otherwise be entitled to recover
pursuant to section 155A (the "Waiver");
7.2. the Council shall release:-
7.2.1. the Owner and its successors in title from the Repayment Rights;
7.2.2. any charge on the Existing Home which may have taken effect pursuant
to section 156 of the Housing Act 1985
together the "Release";
7.3. the Council shall enter into any such assurances as may reasonably be required by
the Owner in connection with the Waiver and/or the Release to fully and effectually
complete the Waiver and the Release and without prejudice to the generality of the
foregoing will at its own expense sign or execute such documents or forms as may
reasonably be required by the Land Registry to remove any entries on the registered
title to the Existing Home which protect or relate to the Repayment Rights.
4 0
8. PAYMENTS AND THE COMPENSATION CODE
Compensation payments made under this Part 3 of this Schedule are regulated by
the Compensation Code and nothing in this Agreement lessens the Owner's
entitlement pursuant to the Compensation Code but there will be no double counting
and the Owner is not entitled to claim for the same expense under the
Compensation Code and the terms of this Agreement.
Schedule 2
41
Schedule 3
SCHEDULE 3
MISCELLANEOUS
1. SERVICE AND DELIVERY OF NOTICES AND OTHER DOCUMENTS
1.1. By no later than 3 months after the date hereof, the Council shall set up a website
(the Dedicated Website) specifically relating to the Scheme to:-
1.1.1. provide interested parties (including the Owner) with regular updates and
information relating to the Scheme;
1.1.2. publish all relevant minutes of Council meetings, public notices, notices
and decisions relating to planning applications, notices of all relevant
proceedings and all other notices or information which is disclosable to the
public relating to the Scheme;
1.1.3. all newsletters of the kind referred to in paragraph 1.3.2;
1.1.4. post notices pursuant to this Agreement where this Agreement provides
for matters to be notifiable by "General Notification"; and
1.1.5. provide information required by the terms of this Agreement where this
Agreement provides for information to be published or posted on the
Dedicated Website.
1.2. The Council shall keep the Dedicated Website up to date and populated at regular
intervals to the intent that the Owner and other interested parties shall be as fully
informed about the Scheme through the Dedicated Website as is reasonably
practicable.
1.3. Notwithstanding the rest of this paragraph 1, if something is expressed in this
Agreement to be notifiable by way of "General Notification" (but not otherwise) then such
notice can be served, given or provided by:-
1.3.1. the Council posting the relevant information on the Dedicated Website,
(or, where appropriate, posting a link to the appropriate pages of the Council's
website) established in connection with the Scheme; and/or
4 2
1.3.2. the Council and/or the Developer circulating a residents newsletter or
bulletin which contains the relevant information within it
and such relevant information does not have to be addressed to the Owner directly.
1.4. A notice required or authorised by this Agreement must be in writing and should be
addressed to:-
1.4.1. in the case of the Owner to: the Existing Home and marked for the
attention of the Owner from time to time; and
1.4.2. in the case of the Council to: Town Hall, King Street, London W6 9JU and
marked for the attention of: [ ] or such other address or details as
the Council may notify the parties of from time to time.
1.5. Giving a notice or delivering a document to a party's conveyancer at the address
and quoting the reference (if any) stated in this Agreement (or such other
replacement conveyancer as has been notified to the parties from time to time) has
the same effect as giving or delivering it to that party.
1.6. Where delivery of the original document is not essential, a notice or document is
validly given or sent if it is sent by fax (but it is not validly given or sent if sent by
email).
1.7. Subject to paragraphs 1.8 and 1.9, a notice is given and a document delivered when
it is received.
1.8. A notice or document sent through the document exchange is received when it is
available for collection. A notice or document which is received after 4.00 pm on a
Working Day, or on a day which is not a Working Day, is to be treated as having been
received on the next Working Day.
1.9. A notice or document sent by the following means is treated as having been
received as follows:-
1.9.1. by first class post: before 4.00 pm on the second working day after
posti ng (and "fi rst cl ass post" means a postal servi ce whi ch seeks to
del i ver posted i tems no l ater than the next worki ng day i n al l or the
Schedule 3
4 3
Schedule 3
majority of cases and includes special and recorded delivery);
1.9.2. by second class post: before 4.00 pm on the third working day after
posting;
1.9.3. through a document exchange: before 4.00 pm on the first working day
after the day on which it would normally be available for collection by the
addressee;
1.9.4. by fax: one hour after despatch.
1.10. In addition:-
1.10.1. any notice addressed to a party by name shall not be rendered invalid by
reason of the party having died, become insolvent or changed name, whether
or not the party serving notice is aware of the fact;
1.10.2. any notice required to be given by a party may be given on that party's
behalf by that party's conveyancer;
1.10.3. a notice shall be considered as given to a party if delivered to the address
given for that party in this agreement. If such party shall wish, during the
currency of this agreement, to nominate an alternative address for
service, such other address shall only be deemed to be substituted for
the original address for service when such party's conveyancer shall have
advised the other party's conveyancer in writing of such alternative
address and such advice shall have been acknowledged in writing by the
other party's conveyancer; and
1.10.4. the foregoing provisions of this paragraph 1 shall also apply (mutatis
mutandis) to the delivery of documents.
1.11. Standard Condition 1.3 does not apply.
2. INFORMATION AND HOUSING ADVISER
2.1. The Council shall update the Owner at regular intervals (and not less than once
every six (6) months, on the following matters:
4 4
2.1.1. the location and extent of the phase of the Scheme within which the
Existing Home falls to be demolished;
2.1.2. the location and extent of the Owner's Phase
and may be made by way of General Notification.
2.2. The Council shall allocate a Housing Advisor and shall procure that the Housing
Adviser is available (by telephone, e mail or other correspondence and (subject to
prior engagements) to meet in person) during usual business hours and is able to
and does provide the Owner with the information in answer to any reasonable
questions raised by the Owner.
2.3. Compliance with this paragraph 2 is a general commitment from the Council and
shall not lessen the Council's specific obligations set out elsewhere in this
Agreement and in the case of conflict such obligation shall prevail over this
paragraph 2.
3. REGISTRATION AT THE LAND REGISTRY
3.1. The Council shall not be entitled to note this Agreement against the Owner' s
registered title other than by virtue of a unilateral notice.
3.2. The Owner shall not be entitled to note this Agreement at the Land Registry.
3.3. Neither the Council nor the Owner shall (without the written consent of the other
(which may be withheld in that party's absolute discretion)) send either the original
or a copy of this Agreement to the Land Registry Provided always that this Clause
shall not prevent either party making an application for registration of its title
following Completion.
4. NON MERGER
4.1. So far as they remain to be performed or observed the provisions of this Agreement
shall continue in full-force and effect notwithstanding Completion.
5. ENTIRE AGREEMENT
5.1. This Agreement contains the entire agreement between the parties and may only be
Schedule 3
4 5
Schedule 3
varied or amended by a document signed by or on behalf of all of the parties.
5.2. The Owner has been given all reasonable opportunity to take legal advice and has
either taken such advice or declined to do so.
5.3. The Council has been consulting the Owner (amongst others) regarding the basis
on which it would acquire the Existing Home. The Owner acknowledges that it is
entering into this Agreement without placing any reliance upon any representation or
statement (written or oral) which may have been made by the Council or any agent,
advisor or other person acting for the Council as part of that consultation or
otherwise and the Council shall not have any rights in relation to any such
representation or statement save where made in this Agreement.
6. INSOLVENCY
6.1. For the purposes of this paragraph 6 "Insolvent" means:
6.1.1. in relation to a company or corporation any of the following:-
6.1.1.1. any step is taken in connection with any voluntary
arrangement or any other compromise or arrangement for
the benefit of any creditors of such company or corporation
or
6.1.1.2. an application is made for an administration order in relation
to such company or corporation or
6.1.1.3. in relation to such company or corporation, the appointment
of an administrator, the filing of documents with the court for
the appointment of an administrator or the giving of notice of
intention to appoint an administrator by such company or
cnrpnrtinn nr itQ riirPctnN, nr by a qi 12!ifying fInting n-hrgP
holder (as defined in paragraph 14 of Schedule B1 to the
Insolvency Act 1986) or -
6.1.1.4. a receiver or manager is appointed in relation to any property
or income of such company or corporation or
4 6
6.1.1.5: a liquidator is appointed in respect of such company or
corporation or
6.1.1.6. a voluntary winding up of such company or corporation is
commenced, except a winding up for the purpose of
amalgamation or reconstruction of a solvent company in respect
of which a statutory declaration of solvency has been filed with
the Registrar of Companies or
6.1.1.7. a petition is made for a winding up order for such company
or corporation or
6.1.1.8. the occurrence at any time of any event or events in relation
to such company or corporation in a territory outside the
United Kingdom where at such time such company or
corporation has its centre of main interests being an event or
events which under the Law of that territory at such time
have a similar effect as one or more of any of the events
previously described in this definition if such event or events
so previously described had occurred in the United Kingdom
and such company or corporation had had its centre of main
interests in the United Kingdom and
6.1.2. in relation to an indiVidual:-
6.1.2.1. the taking of any step in connection with any voluntary
arrangement or any other compromise or arrangement for the
benefit of any creditors of such individual or
6.1.2.2. the presentation of a petition for a bankruptcy order or the
making of a bankruptcy order against such individual or
6.1.2.3. the occurrence at any time of any event or events in relation
to such individual in a territory outside the United Kingdom
where such individual has his centre of main interests being an
event or events which under the Law of that territory at such
time have a similar effect as one or more of any of the
Schedule 3
4 7
Schedule 3
events previously described in this paragraph (b) if such event
or events so previously described had occurred in the United
Kingdom and such individual had had his centre of main
interests in the United Kingdom
and "Insolvency" shall be construed accordingly
6.2. If:
6.2.1. the Owner becomes Insolvent (or where the Owner consists of two or
more persons any of such persons becomes Insolvent) prior to
Completion;
6.2.2. the Owner is a company or corporation and is either struck off from the
Register of Companies at the Companies Registry or otherwise ceases
to exist (or if the Owner consists of two or more persons and any such
person is a company or corporation which is either struck off from the
Register of Companies at the Companies Registry or otherwise ceases
to exist)
then in any of such circumstances:-
6.2.3. the Council may serve written notice on the Owner to terminate this
Agreement and on the expiry of such notice this Agreement shall cease and
determine save that:-
6.2.3.1. such determination shall be without prejudice to the rights or
remedies that may have occurred prior to it; and
6.2.3.2. the Owners rights under Legislation shall not be affected by
such determination.
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
7.1. Unless otherwise stated in this Agreement, a person who is not a party to this
Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce
or have the benefit of any term of this Agreement but this does not affect any right or
remedy of a third party which exists or is available apart from that Act.
4 8
8. COUNTERPARTS
8.1. This Agreement may be executed in any number of counterparts, all of which when
taken together shall constitute one and the same instrument.
9. GOVERNING LAW AND JURISDICTION
9.1. This Agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the laws of England and Wales.
9.2. The parties hereby submit to the exclusive jurisdiction of the High Court of England
and Wales in relation to any dispute or claim arising out of or in connection with this
Agreement or in relation to its existence or validity (including non-contractual disputes
or claims).
10. DEVELOPMENT RIGHTS
10.1. Whilst this Agreement remains in effect, the Owner shall waive all rights to light and
air over any adjoining land that may be affected by the Scheme and its development
and shall consent to any reasonable oversailing or any other rights reasonably required
to undertake the Scheme provided that nothing in this paragraph shall prejudice the
Owner's rights after this Agreement shall have come to an end.
11. COMPULSORY POSSESSION NOTICES
11.1. The Council may make and implement a Compulsory Purchase Order.
11.2. The Owner shall not object to a Compulsory Purchase Order being made in respect
of the Existing Home.
11.3. The Council shall not enforce a Compulsory Possession Order against the Owner in
respect of the Existing Home unless the Owner has failed to complete the sale of the
Existing Home and give vacant possession of the Existing Home to the Council in
accordance with the terms of this Agreement.
12. LENDER
The Owner shall:
Schedule 3
49
12.1. notify its Lender of the existence of, and the obligations contained in, this
Agreement;
12.2. regularly liaise with the Lender to enable the Lender to provide the Owner with the
information that the Owner needs in order to comply with its obligations in accordance
with the terms of this Agreement.
Schedule 3
50
Signed by Name
on behalf of the Council
Signed by Name and Name
Owner(s)
Signed by Name
Third Party Occupier
APPENDIX
TRANSFER
[We anticipate that a form of transfer will be appended to the contract. This will need to
be amended, according to the particular circumstances of each title/transaction but
should be based on a standard form TP1, being the transfer of whole.]
52
APPENDIX 2
FORM OF COMPLETION NOTICE
London Borough of Hammersmith & Fulham
Town Hall
King Street
London W6 9JU
For the attention of: [ I
[
Dear Sirs
EARLS COURT REDEVELOPMENT: ADVANCE PURCHASE CONTRACT
COMPLETION NOTICE
1 BACKGROUND
1.1. I refer to the Advance Purchase Contract dated 20 ........................................
1.2. This was made between (1) The Mayor and Burgesses of the London Borough of
Hammersmith and Fulham and (2) ..................................................
1. 3. The address of t he Exi st i ng Home i n t he Advance Purchase Cont ract i s
2. COMPLETION
2.1. I am entitled to serve a Completion Notice under Schedule 1 of the Advance
Purchase Contract.
2.2. Subject to the terms of the Agreement, I would like to complete on
20 and this shall be the "Contractual
Completion Date" for the purposes of the Advance Purchase Contract.
5 3
2.3. This is a date no less than 10 weeks and no more than 14 weeks from today.
5 4
APPENDIX 3
FORM OF VALUATION DISPUTE NOTICE
London Borough of Hammersmith & Fulham
Town Hall
King Street
London W6 9JU
For the attention of: [
[
Dear Sirs
EARLS COURT REDEVELOPMENT: ADVANCE PURCHASE CONTRACT
VALUATION DISPUTE NOTICE
1. BACKGROUND
1.1. I refer to the Advance Purchase Contract dated ...................................... 20 ....
1.2. This was made between (1) The Mayor and Burgesses of the London Borough of
Hammersmith and Fulham and (2) ..............................................
1. 3. The address of t he Exi st i ng Home i n t he Advance Purchase Cont ract i s
2. VALUATION DISPUTE NOTICE
2.1. I write in response to the Existing Home Valuation dated ..................
2.2. [This was a Council Valuation and I elect to refer this to the [Panel Dispute Valuer /
Upper Tribunal]]. [This was not a Council Valuation and I elect to refer this to the Panel
Dispute Valuer].
55
2.3. I acknowledge that if I dispute the valuation, that value may go up or down.
56
DATED 2011
(1) THE MAYOR AND BURGESSES OF THE
LONDON BOROUGH OF HAMMERSMITH AND
FULHAM
(2) [OWNER]
(3) [THIRD PARTY OCCUPIER]
ADVANCE PURCHASE CONTRACT
(NON-RESIDENT OWNER)
FOR THE SALE AND PURCHASE OF THE
EXISTING HOME
Ashrorde
www.ashfords.co.uk
9501709.02
Memorandum of Telephone Exchange
Date:
Time:
Name and Firm of Solicitor exchanging for
Council:
Name and Firm of Solicitor exchanging for
Owner:
Law Society Formula A, B or C
Deposit: NIL
Contractual Completion Date: To be determined pursuant to this Agreement
Variations to undertakings (if any):
SCHEDULE 1 ................................................................................................................................. 17
RAI E OF THE EXISTING ..... ...... .....
SCHEDULE 2 .................................................................................................................................. 27
VALUATION COMPENSATION AND EQUITY............................................................................... 27
VALUATION COMPENSATION AND EQUITY............................................................................... 31
SCHEDULE 2 .................................................................................................................................. 34
VALUATION COMPENSATION AND EQUITY............................................................................... 34
SCHEDULE 3 .................................................................................................................................. 39
MISCELLANEOUS .......................................................................................................................... 39
APPENDIX 1.................................................................................................................................... 49
TRANSFER...................................................................................................................................... 49
APPENDIX 2 ................................................................................................................................... 50
FORM OF COMPLETION NOTICE................................................................................................. 50
APPENDIX 3.................................................................................................................................... 52
FORM OF VALUATION DISPUTE NOTICE............................................................................ 52
PARTICULARS
Date of Agreement:
Existing Home: [Freehol d/l easehol d] propert y known as [
] and registered at the Land
Registry under Title Number [ ].
Owner: [ ] and
[ i
of the Existing Home
Third Party Occupier: means all of the following:
[ ]
[ ]
all of the Existing Home
Council: [The Mayor and Burgesses of the London Borough of
Hammersmith And Fulham] of [Town Hall, King
Street, London W6 9JU]
Council's Solicitors: [ ] (Ref: [ ]) (or such other
solicitor as the Council may notify the parties of from time to
time)
Owner's Solicitors: [ ] (Ref: [ ]) (or such other
solicitor as the Owner may notify the parties of from time to
time)
9501709.02
THIS AGREEMENT is made on the date specified in the Particulars between the Council, the
Owner and the Third Party Occupier (if any) specified in the Particulars.
IT IS AGREED AS FOLLOWS:
1. INTERPRETATION
1.1. The defi ni ti ons and rul es of i nterpretati on set out i n thi s cl ause appl y i n thi s
Agreement:-
1973 Act means the Land Compensation Act 1973
1994 Act means the Law of Property (Miscellaneous Provisions) Act 1994
Actual Completion Date means the date on which Completion actually takes place
Arrears means any rents, service charge, insurance charges and/or any
other sums due and payable from the Owner to the Council
(whether payable before or after Completion) pursuant to any
lease of the Existing Home and unpaid as at Completion
Compensation Code
means the statutory frameworks and case law for assessing the
compensation payable to landowners and others affected by
proposals for compulsory purchase of land comprised in the Land
Compensation Acts 1961, the Compulsory Purchase Act 1965, the
1973 Act and other Legislation that applies from time to time or such
other replacement statutory framework for assessment as may
become law during the currency of this Agreement
Compensation Package means the aggregate compensation to be determined in
accordance with Schedule 2
Completion means completion of the sale and purchase of the Existing Home
pursuant to this Agreement
3
Completion Notice
Compulsory Purchase
Order
means a notice served by the Owner on the Council requiring the
Council to purchase the Existing Home in accordance with the
provisions of Schedule 1 and such notice shall be in the form (or
qiihst2ntiPlty in
the
form)
of the hntinP PttAr.hPd at ,AppPndix 9 or such
other form as the Council may notify the Owner is a Completion
Notice from time to time
means a legally enforceable order made pursuant to Legislation
which entitles the Council to acquire (amongst other things) the
Existing Home irrespective of the agreement of the Owner
Contractual Completion means as appropriate:-
Date
(a) the earlier of:
(i) the date specified in the Completion Notice
provided that such date shall be no earlier than [10]
weeks and no later than 14 weeks from and
including the date of service of the Completion
Notice; and
the date specified in a written notice ("Council
Notice") served by the Council on the Owner
Provided That such date shall:
(aa) be at least 21 days after the date of
service of the Council Notice; and
(bb) be no earlier than the Nine Month Notice
Date; or
(b) such other date as the Council and the Owner may agree
in writing (in their absolute discretion)
Council's Valuation means the Existing Home Valuation prepared pursuant to
paragraph 3.1 of Part 1 of Schedule 2
4
means the website to be set up by the Council in accordance with
paragraph 1 of Schedule 3
means the developer or other relevant entity under or pursuant to the
Scheme Agreement
means the reasonable and proper redemption penalties or fees
which the Owner reasonably and properly incurs on the
redemption of one or more mortgage or charge secured against
the Existing Home as at Completion provided that
(a) such penalties and fees are incurred as a consequence of
the Existing Home being sold pursuant to this Agreement;
and
(b) such mortgage(s) was taken out prior to July 2011 or if later it
was taken out to refinance a prior fixed term mortgage or
charge,
calculated and payable in accordance with paragraph 2 of Part 3 of
Schedule 2
Existing Home Purchase
Price
Existing Home Valuation
means the sum determined to be the "Existing Home Purchase Price"
in accordance with Schedule 2 of this Agreement
means a valuation for the Existing Home carried out in
accordance with the principles set out in paragraph 1 of Part 1 of
Schedule 2
means written notice served by the Council on the Owner notifying
them that the Scheme and/or Owner's Phase is not proceeding
has the meaning set out in paragraph 1.1 of Schedule 3
means compensation for home improvements assessed
calculated and payable in accordance with paragraph 4 of Part 3
to Schedule 2
Dedicated Website
Developer
Early Redemption
Payment
Failure Notice
5
General Notification
Home Improvements
Compensation
means seven and a half per cent (7.5%) of the Existing Home
Purchase Price or such other amount as may be prescribed by
section 33 of the 1973 Act at the Contractual Completion Date
means fire, lightning, explosion, riot, civil commotion, strikes,
labour and political disturbances, malicious damage, acts of
terrorism, storm, tempest, flood, bursting or overflowing of water
tanks and pipes, damage by aircraft and aerial devices and articles
dropped from them, impact, earthquake, accidental damage
(howsoever caused), subsidence, ground slip or heave
means the payment assessed calculated and payable in
accordance with paragraph 2 of Part 3 to Schedule 2
means the investment compensation policy the Council has
prepared and published in accordance with paragraph 2 of Part 3
to Schedule 2 as updated from time to time
means any statute or any order, instrument or regulation made
under it, or any notice or order issued by a government
department, the legislative making institutions of the European
Union, a United Kingdom Government minister or a local public
regulatory or other authority
Lender means the party or parties with the benefit of each and every
charge over the Existing Home
Home Improvements means the compensation policy the Council has prepared and
Compensation Policy published in accordance with paragraph 4 of Part 3 to Schedule 2
as updated from time to time
Home Loss Payment
Insurance Risks
Investment
Compensation Payment
Investment
Compensation Policy
Legislation
6
Market Value
means the market value comprising the estimated amount for
which the Existing Home should exchange between a willing buyer
and a willing seller at the date of the valuation in an arm's-length
tran
sac
t
i
o
n
aft
e
r prop
er m
arketin
g wherein
the p
a
rti
es
had each acted
knowledgeably, prudently and without compulsion, on the basis
that it is assessed in accordance with Practice Statement 3.2 of
the sixth edition of the RICS Valuation Standards but subject to
sections 14 16 of the Land Compensation Act 1961 (as
substituted by section 232 of the Localism Act 2011)
Nine Month Notice Date has the meaning given to it in paragraph 10.2 of Schedule 1
Owner's Phase means the phase of the Scheme f rom whi ch owners and
occupiers of properties including the Existing Home are to be
vacated as determined from time to time pursuant to the Scheme
Agreement
Panel Dispute Valuer means
(a) a member of the panel of no fewer than three and no
more than six independent surveyors (whether an individual,
a partnership, or a company) which may be established and
maintained by or on behalf of the Council and/or the
Developer as the Panel Dispute Valuers from time to time
for the purposes of resolving valuation disputes under this
Agreement and other agreements; or
(b) where no panel has been established or maintained or the
Council is unable to instruct a panel member to produce
valuations within the timescales required under this
Agreement, an alternative independent surveyor who would
otherwise qualify for the panel
7
and the Council shall: (i) ensure that such valuer shall be an
associate (or fellow, or other higher grade) of the Royal Institution
of Chartered Surveyors (or equivalent) specialising in residential
valuations with no legs than 5 years experience and (ii) use
reasonable endeavours to ensure that the appointment is on the
basis that he or she has a non-exclusive duty of care to the Owner
(and no Panel Dispute Valuer may also be a Panel Valuer at the
same time)
Panel Solicitor
means the panel of no fewer than three and no more than six
independent residential qualified conveyancers or solicitors
(whether an individual, a partnership, or a company) which may
be established by or on behalf of the Council and/or the
Developer as the Panel Solicitors from time to time for the
purposes of offering independent legal advice to residents
affected by the Scheme
Panel Valuer means
(a) a member of the panel of no fewer than three and no
more than six independent surveyors (whether an individual,
a partnership, or a company) which may be established and
maintained by or on behalf of the Council and/or the
Developer as the Panel Valuers from time to time for the
purposes of offering independent valuation advice to
residents affected by the Scheme or
(b) where no panel has been established or maintained or the
Council is unable to instruct a panel member to produce
valuations within the timescales required under this
Agreement, an alternative independent surveyor who would
otherwise qualify for the panel
8
and the Council: (i) shall ensure that such valuer shall be an
associate (or fellow, or other higher grade) of the Royal Institution
of Chartered Surveyors (or equivalent) specialising in residential
valuations anal (ii) shall reasonable
endeav
ours
to
a,r,Qure
that
the appointment is on the basis that he or she has a non-exclusive
duty of care to the Owner;
Relevant Share means the Home Loss Payment less such amount or part of it (if
any) as is payable (pursuant to Legislation) to any Third Parties
Section 20 Charges means any element of works done by the Owner to the Existing
Home in respect of which a Notice under Section 20 of the
Landlord and Tenant Act 1985 has (or should have been) served
on the Owner
Section 34A Application means:
(a) a written notice served by a tenant group on the Council
proposing that the Council should dispose of part or parts of
the land and/or buildings within the Scheme to a relevant
housing provider; or
(b) such other proposal or application submitted by a tenant
group to the appropriate person proposing that the Council
should dispose of part or parts of the land and/or buildings
within the Scheme to a relevant housing provider
pursuant to Section 34A of the Housing Act 1985 and/or any
Regulations made by the appropriate person under the said Section
34A from time to time
Section 34A Challenge means any claim or challenge against the Council or relevant third
party in relation to any Section 34A Application
9
Scheme
Scheme Agreement
Standard Conditions
means the redevelopment of Earls Court (currently including but not
limited to the land commonly known as Earls Court, the Lillie Bridge
Depot, Seagrave Road site, the West Kensington estate and the
Gibbs Green
e
st
a
te) a
s
the
s
a
me
may he vari
e
d from time to time
pursuant to the Scheme Agreement
means the agreement(s) made between the Council and the
Developer in relation to the Scheme as the same may be varied from
time to time
means the Standard Conditions of Sale (Fifth Edition) as
amended or varied as stated either in Schedule 1 to this
Agreement or in any other part of this Agreement (and each is a
"Standard Condition")
Third Parties means any party or parties entitled to:
(a) a home loss payment pursuant to section 29 of the 1973
Act; and/or
(b) a basic loss payment pursuant to section 33A of the 1973
Act; and/or
(c) a sum equivalent to such a home loss payment or a basic
loss payment pursuant to an agreement between the
Council and Third Parties (or their predecessors in title)
Transfer means the transf er i n the form of the draf t annexed to thi s
Agreement at Appendix 1
Upper Tribunal means Upper Tribunal (Lands Chamber) to which valuation
disputes may be referred in accordance with this Agreement
Valid Section 34A means a Section 34A Application:
Application
10
(a) that complies with all mandatory requirements of the
Housing Act 1985 and the regulations made by the
appropriate person under the said section in relation to
notices and proposals; and
(b) in respect of which the Council has no grounds on which it
is able lawfully to resist or reject it.
Valuation Dispute Notice means the notice in the form (or substantially in the form) of the
notice attached at Appendix 3 or such other form as the Council
may notify the Owner is a Valuation Dispute Notice from time to
time
VAT means value added tax or any equivalent or similar tax or duty
which may be imposed in substitution for or in addition to Value Added
Tax
Working Day means any day from Monday to Friday (inclusive) which is not
Christmas Day, Good Friday or a statutory bank holiday
1.2. This Agreement incorporates the Standard Conditions. If there is any conflict
between the Standard Conditions and the express provisions of this Agreement, the
express provisions of this Agreement shall prevail. Terms used or defined in the
Standard Conditions have the same meanings when used in this Agreement and
vice versa.
1.3. This Agreement incorporates the Particulars.
1.4. Nothing contained or implied in this Agreement shall prejudice or affect the rights
powers duties and obligations of the Council in the exercise of its functions as a
Inral pinning highwny nr Ilk
-
ling Inr
s
1 ithrvity
any statutory provisions and the rights powers duties and obligations of the Council
under all public or private and private statutes bye laws orders and regulations may be
as fully and effectively exercised in relation to the Scheme.
1.5. No approval consent direction or authority given by the Council as local planning or
other authority shall be deemed to be an approval consent direction or authority
11
under this Agreement or vice versa.
1.6. Termination of this Agreement shall be without prejudice to the liability of either party
to the other in respect of any prior breach of the terms of this Agreement.
1.7. In and for the purpose of this Agreement:-
1.7.1. any reference to any statute or order or to any provision of any statute or
order is construed as including reference to any statutory modification or
re enactment of such statute, order or provision and to any relevant
regulations or statutory instruments made under or in connection with any
such statute, order or provision and from time to time in force;
1.7.2. where the context so admits:-
1.7.2.1. the expressions "Owner" and "Third Party Occupier" shall
include their respective successors in title, assigns,
executors, attorneys and personal representatives;
1.7.2.2. the expression "Council" shall include its successors in title
and assigns, including but not limited to any statutory
successor or transferee of the Council's functions and duties;
1.7.3. if at any time any one of the parties hereto shall consist of more than one
person any obligations which they have under this Agreement or which they
undertake shall be enforceable against them all jointly or against each
individually;
1.7.4. references to a "person" include any individual, firm, unincorporated
association or body corporate, words importing the singular number
include the plural number and vice versa and words importing one
gender all gPnriPrg;
1.7.5. references to a "week" or a "month" are references to a calendar week
and a calendar month in England respectively;
1.7.6. the words "include(s)" and "including" are to be construed without
limitation;
12
1.7.7. references to Clauses or Schedules or Appendices unless otherwise
specified mean the Clauses of or the Schedules or the Appendices to this
Agreement;
1.7.8. headings to Clauses Schedules and Appendices are disregarded in
interpreting this Agreement;
1.7.9. if a competent court or administrative body finds that any provision of this
Agreement is invalid, illegal or unenforceable:
1.7.9.1. the rest of this Agreement shall remain unaffected and in
force;
1.7.9.2. if deleting part of the provision would make it valid, legal or
enforceable, it shall apply with all changes necessary to make it
valid, legal or enforceable;
1.7.9.3. if cl ause 1.7.9.2 does not appl y, the parties shal l try to
replace the provision with a valid, legal or enforceable
provision which achieves as closely as possible the effect
that the relevant provision would have achieved; and
1.7.9.4. the obligations of the parties under the relevant provision
shall be suspended during any attempt at substitution under
clause 1.7.9.3; and
1.7.10. writing or written include faxes but not email.
2. SALE AND PURCHASE OF THE EXISTING HOME
2.1. Subject to the terms of this Agreement, the Owner sells and the Council purchases
the Existing Home on the Contractual Completion Date for the Existing Home Purchase
Price.
3. SCHEME FAILURE
3.1. The Council may serve a Failure Notice on the Owner at any time.
3.2. The Owner may serve a Completion Notice within 2 months from but excluding the
13
date of service of the Failure Notice requiring the Council to purchase the Existing
Home in accordance with the terms of this Agreement.
3.3. If the Owner has not served a valid Completion Notice within 2 months from but
excluding the date of service of the Failure Notice then this Agreement shall
automatically cease and determine (without the need for the service of any further
notice) on the date immediately after the date that is 2 months from but excluding the
date of service of the Failure Notice.
4. THIRD PARTY OCCUPIER
In consideration of the Owner entering into this Agreement, the Third Party
Occupier:-
4.1 agrees to the sale of the Existing Home on the terms of this Agreement;
4.2. covenants that the Third Party Occupier will not register rights in relation to the
Existing Home, whether under the Family Law Act 1996 or otherwise, and that the Third
Party Occupier will procure before completion of the sale and purchase of the Existing
Home the removal or cancellation of any registration that the Third Party Occupier (or
someone on their behalf) may have made;
4.3. covenants to release any beneficial interest which the Third Party Occupier may
have in the Existing Home, such release to be effective from the Contractual
Completion Date for the sale and purchase of the Existing Home;
4.4. covenants that the Third Party Occupier will vacate the Existing Home on or before
the Contractual Completion Date for the sale and purchase of the Existing Home;
and
4.5. confirms that it has been given every opportunity to take independent legal advice
on
the
obligations
sat
out in this
Agreement
hPfnrc4 signing this Agreeme
n
t and has either
taken or declined it.
5. DEPOSIT
5.1. No deposit is payable by either party on the date of this Agreement.
5.2. If Completion does not take place no party shall be required to pay any amount in
14
lieu of a deposit.
6. VALUE ADDED TAX
6.1. Standard Condition
1.4
applies to this Agreement_
1
7. MAINTENANCE OF THE EXISTING COMMUNITY DURING BUILD
The Council shall use reasonable endeavours to prepare and issue a policy or policies
for:-
7.1. establishing its commitment to undertaking repairs and maintenance of those part or
parts of each estate within and affected by the Scheme and for which the Council has a
statutory or contractual obligation to maintain to a certain standard of repair (and the
Owner acknowledges that such policy or policies must be subject to the Council's
obligation not to waste public funds); and
7.2. the re letting and security of those part or parts of each estate within and affected by
the Scheme and owned by the Council which became vacant before the residents of
such estate(s) are required to vacate.
8. CONSIDERATE CONSTRUCTORS SCHEME
8.1. The Council shall use reasonable endeavours to ensure that all contractors
undertaking works in relation to the Owner's Phase are registered with the "Considerate
Constructors Scheme" or such other similar or replacement scheme.
8.2. The Council shall establish a policy regarding compensation (if any) for residents
who have been severely affected by nuisance or inconvenience as a consequence of a
contractor failing to conform to the "Considerate Constructors Scheme" or such other
similar or replacement scheme.
9. SCHEDULES
9.1. The Schedules form part of this Agreement and shall be read as if incorporated in
full into the main body of this Agreement. The parties hereto shall observe and
1
PM- MdRto advise CapCo.
15
perform their respective obligations set out in the Schedules and covenant on the terms
set out therein.
SIGNED by or on behalf of the parties on the date which first appears in this Agreement.
16
Schedule 1
SCHEDULE 1
SALE OF THE EXISTING HOME
1. TITLE AND TITLE GUARANTEE
1.1. The Owner sells the Existing Home with full title guarantee provided that:-
for the purpose of section 6(2)(a) of the 1994 Act all matters recorded in
registers open to public inspection as at the date of this Agreement are to be
considered within the actual knowledge of the Council;
1.1.2. (if the Owner's interest in the Existing Home is leasehold) subject to
paragraphs 4 and 17 of this Schedule 1, the covenants implied by
sections 3 and 4 of the 1994 Act shall be modified so that the Owner
shall not be liable for the consequences of any breach of the tenant
covenants in the Owner's lease relating to the physical state and
condition of the Existing Home as at the date of this Agreement.
1.2. The Council acknowledges that it has investigated the title to the Existing Home
prior to the date of this Agreement.
2. VACANT POSSESSION
2.1. The Existing Home is sold with vacant possession on Completion.
3. MATTERS AFFECTING THE EXISTING HOME
3.1. The Existing Home is sold subject to and where applicable with the benefit of the
following matters (so far as they affect the Existing Home and are subsisting or
capable of taking effect) and the Council is deemed to purchase with full knowledge
of such matters:-
3.1.1. any matters contained or referred to in the registers maintained by the
Land Registry of the Owner's registered title (other than financial
charges);
3.1.2. the matters contained or referred to in the Transfer;
3.1.3. all unregistered interests which in accordance with the Land Registration
17
Schedule 1
Act 2002 will in the case of each and any estate to be disposed of pursuant to
this Agreement:-
3.1.3.1. override the disposition of any such estate which is currently
registered or will be registered prior to Completion; or
3.1.3.2. override the first registration of title to any such estate which
is currently not registered and will not be registered prior to
Completion or would override first registration of title to such
estate if such estate were capable of being registered;
3.1.4. the matters mentioned in Standard Condition 3.1.2;
3.1.5. all local land charges, whether or not registered before this Agreement
was entered into and all matters capable of registration as local land charges,
whether or not actually registered;
3.1.6. all notices served and orders, demands, proposals or requirements made
by any local or any public authority after the date of this Agreement;
3.1.7. all actual or proposed orders, directions, notices, charges, restrictions,
conditions, agreements and other matters arising under any Legislation
affecting the Existing Home;
3.1.8. any matters disclosed by searches or enquiries made before the date of
this Agreement or which would have been disclosed by searches that a
prudent buyer would have made before the date of this Agreement.
3.2. The Owner irrevocably waives any lien, right or other interest it may have or retain
whether by operation of law or otherwise over the Existing Home after Completion.
4. STATE OF REPAIR
4.1. If the Owner is the freehold owner of the Existing Home, then the Owner covenants
to repair and maintain the Existing Home so that the Existing Home is in no worse
condition than it is at the day of this Agreement.
4.2. If the Owner is the owner of a leasehold interest in the Existing Home, then the
Owner covenants to comply with the terms of its lease in relation to the state of
18
Schedule 1
repair and decoration of the Existing Home.
4.3. The Owner shall not cause or permit the causing of such damage or destruction to
any part or parts of the Existing Home that would materially adversely affect the
marketability of the Existing Home to a prospective purchaser or tenant of the Existing
Home.
5. EVIDENCE OF IDENTITY WHERE PARTY IS NOT REPRESENTED
5.1. This paragraph applies where the Owner and/or a Third Party Occupier is not
represented by a conveyancer (as defined in Rule 217 Land Registration Rules 2003)
(whether now or at any time during the term of this Agreement).
5.2. On or before the Contractual Completion Date, the Owner will provide to the
Council's Solicitors such evidence of identity of the Owner and/or the Third Party
Occupier as the Council shall reasonably require in order to ensure that the Council
and/or its successors in title can be lawfully registered as proprietor of the Existing
Home at the Land Registry.
5.3. Until the Owner complies with this paragraph it will be deemed not to be ready,
willing and able to complete.
6. DISCHARGE OF REGISTERED CHARGE
6.1. This paragraph applies where there is a charge or charges over the Existing Home
which are subsisting and/or registered against the Existing Home immediately before
Completion.
6.2. On or before the Actual Completion Date the Owner will:-
6.2.1. use all reasonable endeavours to procure that the Lender is to execute a
discharge of each relevant charge in Land Registry Form DS1 or a
release in Land Registry Form DS3 or such other relevant form as the
Land Registry may introduce from time to time; and
6.2.2. procure that the Owner's Solicitors provide to the Council's Solicitors one
of the following:-
6.2.2.1. the name, address and reference of the conveyancer (as
19
Schedule 1
defined in Rule 217 Land Registration Rules 2003) acting for
the Lender;
6.2.2.2. a duly completed Land Registry Form ID1 or ID2 (as
appropriate) or such other relevant equivalent form as the Land
Registry may introduce from time to time in respect of the
Lender; and
6.2.3. procure that the Owner's Solicitors provide to the Council's Solicitors one
of the following:-
6.2.3.1. an undertaking to discharge the charge and to forward a duly
completed and signed Land Registry Form DS1 to the
Council's Solicitors after it receives it from the Lender or
procure that the Lender forward the electronic discharge
form to the Land Registry; or
6.2.3.2. duly completed and signed Land Registry Form DS1 or a
release in Land Registry Form DS3 or such other relevant
equivalent form as the Land Registry may introduce from time
to time and/or AP1 (as appropriate) signed by the Owner's
Solicitors.
7 INSURANCE
7.1. Standard Condition 5.1 shall not apply.
7.2. Save to the extent that the Owner is the owner of a leasehold interest in the Existing
Home and the Owner's landlord is under an obEigation to insure the Existing Home
under the relevant lease, the Owner shall insure the Existing Home (and do
everything necessary to maintain the insurance policy) for the period from the date
hereof until and including the Actual Completion Date (at which point the Owner
shall cancel the policy) against the Insurance Risks and for its reasonably estimated
reinstatement cost.
7.3. For the avoidance of doubt if the Existing Home suffers loss or damage prior to the
Actual Completion Date the Owner will be entitled to serve a Completion Notice
20
Schedule 1
provided that the Owner:
7.3.1. makes a claim under the insurance policy and pays to the Council on the
Actual Completion Date the amount of any insurance policy moneys which the
Owner has received (or receives), so far as not applied in repairing or
reinstating the Existing Home, and
7.3.2. if no final payment of such policy monies has then been received, assigns
to the Council, at the Council's expense, all rights to claim under the
policy in such form as the Council reasonably requires and pending
execution of the assignment, holds any policy moneys received in trust
for the Council.
8. RESTRICTION
Before the Actual Completion Date the Owner shall save as required by Legislation
or court order) not do or allow to be done anything which would prevent or impede
the Owner's ability to transfer the Existing Home with vacant possession on
Completion;
9. STANDARD CONDITIONS
9.1. The Standard Conditions shall apply to the sale and purchase of the Existing Home,
save as otherwise set out below or elsewhere in this Agreement.
9.2. References to the "seller" shall be to the Owner and references to the "buyer shall
be to the Council.
9.3. Standard Conditions 1.1.4, 1.5, 2, 3.1.1, 3.1.2, 3.1.3, 4, 5.2, 6.2, 6.4, 6.8.3, 7.2, 8.1
and 8.3 shall not apply.
9.4. For the purposes of Standard Condition 7.3.2 the contract rate shall be 2% above
the base lending rate from time to time of Barclays Bank PLC or if such rate shall cease
to be published the Law Society's interest rate from time to time in force.
10. OWNER'S PHASE AND NINE MONTHS NOTICE
10.1. The Counci l shall noti fy the Owner that the Exi sti ng Home i s to be wi thi n a
forthcoming phase of the Scheme within 14 days of the date of the relevant CPO
21
Schedule 1
Start Notice as defined under the Scheme Agreement (and confirm the location and
extent of the Owner's Phase) provided that such notifications and update(s) may be
given by way of General Notification.
10.2. Prior to the service of a Council Notice, the Council shall give the Owner no less
than nine months notice of its estimated Contractual Completion Date (the "Nine
Month Notice Date") (and, for the avoidance of doubt, such estimated date referred
to in this notice: (a) may be subject to change; and (b) shall, as at the date of service
of the notice, be no earlier than the date by which the Council reasonably anticipates
that it requires the Owner to vacate the Existing Home in order to facilitate the
redevelopment of that home pursuant to the Scheme Agreement as part of the
Owner's Phase).
11. COMPLETION NOTICE
Subject to paragraph 11.2, the Owner shall be entitled to serve a Completion Notice
requiring the Council to acquire the Existing Home pursuant to the terms of this
Agreement:
11.1.1. at any time during this Agreement; and/or
11.1.2. where the Council has served a Failure Notice on the Owner so that for
the avoidance of doubt the Owner shall not be able to serve a Completion
Notice after termination of this Agreement pursuant to Clause 3 (meaning
that the Owner must respond within the 2 month period referred to in
Clause 3).
11.2. The right to serve a Completion Notice is suspended from and including the date on
which the Council serves a Suspension Notice (as defined by paragraph 18.1.2 of this
Schedule 1) provided that a Suspension Notice shall not affect any valid Completion
Notice served by the Owner on the Council before the date of service of the relevant
Suspension Notice and the provisions of this Schedule shall continue to apply and
operate.
11.3. A Completion Notice served by the Owner must:
11.3.1. refer to the date and parties to this Agreement;
22
11.3.2. identify the Existing Home;
11.3.3. specify a completion date for the sale and purchase of the Existing Home
for the purposes of paragraph (a)(i) of the definition of "Contractual
Completion Date" provided that for the avoidance of doubt:
11.3.3.1. such date shall be no earlier than 10 weeks and no later than
14 weeks from and including the date of service of the
Completion Notice; and
11.3.3.2. such date shall be on a Working Day; and
11.3.3.3. if the Council has served or serves a Council Notice (as
defined in the definition of Contractual Completion Date) and
the Contractual Completion Date in the Council Notice is earlier
than that identified in the Completion Notice, the date in the
Council Notice shall prevail)
and any Completion Notice which fails to comply with this paragraph 11.3
shall be null and void and of no effect.
11.4. On service of a valid Completion Notice the completion date referred to in
paragraph 11.3.3.1 above shall be deemed to be the Contractual Completion Date
for the purposes of this Agreement (subject to the proviso in paragraph 11.3).
12. COUNCIL NOTICE
12.1. The Council shall be entitled to serve a Council Notice at any time during this
Agreement.
13. ENGROSSMENT AND EXECUTION
13.1. The Council shall or shall procure that engrossments of the Transfer and duplicate
shall be prepared and shall supply such engrossments to the Owner's Solicitors at least
10 Working Days prior to the Contractual Completion Date.
13.2. The Owner shall procure that the engrossments of the Transfer and duplicate duly
executed by the Owner shall be, returned to the Council's Solicitors (or as the Council
may direct) not more than 5 Working Days after such engrossments have
Schedule 1
2 3
Schedule 1
been delivered pursuant to paragraph 13.1.
14. COMPLETION
14.1. Completion shall take place on the Contractual Completion Date. The Contractual
Completion Date shall also be the "completion date" for the purposes of the Standard
Conditions.
14.2. Completion shall take place at the Council's Solicitor's offices (or such other place
as the Council may nominate).
14.3. Any Completion by post or through a document exchange shall be at each party's
respective expense and risk and neither the Owner nor the Council (nor their respective
solicitors) shall be liable for the loss of any documents so sent so long as they were
properly addressed.
15. TRANSFER
15.1. On the Contractual Completion Date, the Owner shall transfer the Existing Home to
the Council or to the Developer or to such third party or parties as the Council may
direct.
16. PAYMENT OF COMPLETION MONIES
16.1. Completion monies shall be calculated and payable in accordance with Schedule 2.
17. ARREARS
17.1. If the Owner is the owner of a leasehold interest in the Existing Home, the Owner
shall:
17.1.1. pay the rents and other sums reserved by the lease of the Existing Home;
and
17.1.2. observe and perform the tenant covenants contained in the said lease
up to and including Completion and in any event use all reasonable endeavours to
prevent Arrears accruing.
2 4
18. SUSPENSION OF SCHEDULE 1
18.1. If a Section 34A Application is submitted and/or a Section 34A Challenge is issued
then:-
18.1.1. this Agreement will remain in effect; but
18.1.2. the Council may give written notice (a "Suspension Notice") to the
Owner to temporarily suspend the provisions of paragraph 11 of this
Schedulel and any Completion Notice served after the date of service of
a Suspension Notice shall be of no effect.
18.2. For the avoidance of doubt, the Council may give more than one Suspension Notice
but no more than one Suspension Notice may be served per Section 34A
Application.
18.3. A valid Completion Notice served before the date of service of a Suspension Notice
shall continue to have effect and the Council shall purchase such property on the
Contractual Completion Date in accordance with the terms of this Agreement.
18.4. If :
18.4.1. a Valid Section 34A Application is made;
18.4.2. a Section 34A Challenge has been issued (in respect of which the
prospects of success have at any point during the progress of the Section
34A Challenge been determined by leading counsel acting for the Council as
being less than 50%);
in relation to the disposal of part of the Scheme to a housing association that
includes the Existing Home and the building and common areas of which it
forms part; or
18.4.3. either:
18.4.3.1. the Council is unconditionally committed to disposing of the
relevant land to the relevant housing provider pursuant to a
Valid Section 34A Application or as result of a successful
Schedule 1
2 5
Schedule 1
Section 34A Challenge; or
18.4.3.2. such disposal has taken place,
the Council may immediately serve written notice on the Owner terminating this
Agreement ("Termination Notice") and upon service of a Termination Notice this
Agreement shall be at an end.
18.5. If any Section 34A Application is rejected and that decision is not subject to a
Section 34A Challenge, or if it is subject to a Section 34A Challenge the challenge
has confirmed the rejection (and is not capable of any further appeal or if capable of
further appeal the deadline for filing any appeal has passed without any appeal
having been issued), the Council shall forthwith serve written notice on the Owner
that the suspension is ended ("Resumption Notice") and upon service of the
Resumption Notice the provisions of this Schedule 1 shall be in full force and effect.
18.6. Once 24 months have passed from the date of the Suspension Notice the
Resumption Notice will be deemed to have been served.
2 6
Schedule 2
SCHEDULE 2
VALUATION COMPENSATION AND EQUITY
Part 1
Valuation
1 BASIS OF VALUATION FOR EXISTING HOME
The Existing Home Valuation shall be on the basis of a "No Scheme Market Value",
which means the Market Value of the Existing Home, subject to the following
assumptions and disregards which shall prevail in the case of conflict:-
1.1. it shall be assumed (whether or not such is the case) that:-
1.1.1. neither the Existing Home nor any part of it shall have been damaged or
destroyed by any of the Insurance Risks;
1.1.2. the Existing Home is to be sold with vacant possession; and
1.2. there shall be disregarded:-
1.2.1. any enhancement in the value that is attributable to the Scheme and the
need of the Council to acquire the Existing Home as part of the Scheme;
1.2.2. any charges or encumbrances from which the Existing Home is to be
released on or before Completion;
1.2.3. the existence of this Agreement; and
1.2.4. any improvements made to the Existing Home upon or after the date of
this Agreement other than improvements made pursuant to Legislation.
2. VALUATION ON SERVICE OF COMPLETION NOTICE
2.1. If a Completion Notice is served:
2.1.1. before the date of service of the Council's Valuation; or
2 7
2.1.2. on or after the date which is 10 months after the Nine Month Notice Date
then, following service of that Completion Notice, the Council shall instruct a Panel
Valuer as soon as reasonably practicable after the date of service of the Completion
Notice to prepare an Existing Home Valuation in accordance with Schedule 2 and to
provide a copy of that valuation to the Council and Owner within 2 weeks of receipt
of such instruction.
2.2. The Panel Valuer's fees for preparing such Existing Home Valuation shall be paid by
the Council.
3. VALUATION WHERE COMPLETION NOTICE HAS NOT BEEN SERVED
3.1. Where a valid Completion Notice has not been served the Council shall instruct a
Panel Valuer to prepare an Existing Home Valuation in accordance with Schedule 2
and to provide a copy of that valuation to the Council and Owner on or before the
date that is 3 months before the Nine Month Notice Date (the "Council's
Valuation").
3.2. The Panel Valuer's fees for preparing such Existing Home Valuation shall be paid by
the Council.
4. ELECTION TO DISPUTE PROCESS
4.1. If the Owner disputes an Existing Home Valuation, it must serve a completed
Valuation Dispute Notice on the Council within 2 weeks of service of that Existing Home
Valuation, confirming that it disputes that Existing Home Valuation.
4.2. The Owner and the Council acknowledge that a disputed Existing Home Valuation
can go up or down as a result of the dispute process set out in Part 2 of Schedule 2.
4.3. The Owner may:
4.3.1. el ect i n the Val uati on Di spute Noti ce to requi re an Exi sti ng Home
Valuation to be referred to a Panel Dispute Valuer and upon such valid
election Part 2 of this Schedule 2 shall apply; and
4.3.2. where the Existing Home Valuation is the Council's Valuation, elect in the
Valuation Dispute Noti ce to refer the Existing Home Valuation to the
Schedule 2
2 8
Schedule 2
Upper Tribunal (save that the Owner cannot elect to refer the Council's
Valuation to both a Panel Dispute Valuer and the Upper Tribunal, it can
only elect one) and upon such valid election Part 2 of this Schedule 2
shall apply.
4.4. If the Owner fails to serve a valid completed Valuation Dispute Notice within
[4] weeks of service of the Existing Home Valuation it shall be deemed to accept the
Existing Home Valuation.
5. APPROVAL OR DETERMINATION OF EXISTING HOME PURCHASE PRICE
5.1. Where the Owner accepts (or is deemed to accept) the Existing Home Valuation this
shall be the Existing Home Purchase Price for the purposes of this Agreement.
5.2. Where the Existing Home Valuation is disputed and referred to the Panel Dispute
Valuer then:
5.2.1. where the disputed Existing Home Valuation is yet to be determined by
the Panel Dispute Valuer as at the date which is 20 Working Days before the
Contractual Completion Date then the Existing Home Valuation shall be the
Existing Home Purchase Price for the purposes of Completion; and
5.2.2. where that Existing Home Valuation so referred has been determined as
at the date which is 20 Working Days before the Contractual Completion Date
then the value as determined under Part 2 of this Schedule 2 shall be the
Existing Home Purchase Price for the purposes of Completion.
5.3. Where the Council's Valuation is disputed and referred to the Upper Tribunal then:
5.3.1. where the Council's Valuation is yet to be determined as at the date which
is 20 Working Days before the Contractual Completion Date then the o innirq
\/a! ration chill he the Existing HnmP Purchase Price
fnr
the purposes of
Completion; or
5.3.2. where the Council's Valuation has been determined as at the date which
is 20 Working Days before the Contractual Completion Date, then the
Existing Home Purchase Price shall be the Council' s Valuation as
2 9
Schedule 2
determined by the Upper Tribunal.
30
Schedule 2
SCHEDULE 2
VALUATION COMPENSATION AND EQUITY
Part 2
Valuation: Dispute Resolution
1. REFERENCE TO PANEL DISPUTE VALUER
Where the Owner elects to refer the Existing Home Valuation to the Panel Dispute Valuer
the Council shall:
1.1. promptly after referral, notify the Owner of the name and contact details of the
appointed Panel Dispute Valuer;
1.2. within one week of the date of service of the Valuation Dispute Notice, refer the
dispute to the Panel Dispute Valuer on the following basis:-
1.2.1. the Panel Dispute Valuer shall act as an expert not as an arbitrator;
1.2.2. the appointed Panel Dispute Valuer must:
1.2.2.1. have regard to any reasonable representations from the
Council and the Owner received within one week of referral;
1.2.2.2. issue its written determination of the Existing Home
Valuation to the Council, the Developer and the Owner as
soon as reasonably practicable and in any event, within
two weeks of referral;
1.2.3. if the appointed expert dies, delays unduly or becomes unwilling or
incapable of acting then the Council may nominate another Panel Dispute
Valuer in his place; and
1.2.4. the decision of the expert shall be binding (save in cases of manifest error
or fraud).
31
2. REFERENCE TO UPPER TRIBUNAL
2.1. Subject to paragraph 2.2, where the Owner elects to refer the Council's Valuation to
the Upper Tribunal:
2.1.1. within two weeks of the date of service of the Valuation Dispute Notice,
the Council shall refer the dispute to the Upper Tribunal by submitting an
application for reference by consent under s. 1(5) Lands Tribunal Act 1949,
together with a copy of the Council's Valuation;
2.1.2. the Upper Tribunal shall be required to value the Existing Home on the
basis of the No Scheme Market Value as defined by this Agreement and in
accordance with the Compensation Code;
2.1.3. the Council and the Owner shall, in so far as possible, require the Upper
Tribunal to issue its determination in writing, without a hearing, as soon as
reasonably practicable after referral;
2.1.4. the parties shall comply with the reasonable directions of the Upper
Tribunal no later than the reasonable deadlines imposed or requested by the
Upper Tribunal;
2.1.5. the parties shall be bound by the decision of the Upper Tribunal.
2.2. If the Upper Tribunal ceases to exist before a referral has been made then the
entitlement to require a referral in the Valuation Dispute Notice shall cease to have
effect.
2.3. If the Upper Tribunal rejects the application for reference by consent then the
dispute shall be referred to the Panel Dispute Valuer and paragraphs 1 and 3 of
Part 2 and paragraphs 4 and 5 of Part 1 of this Schedule 2 shall apply as if the
date on which the rejection of the applinatinn is received by the Council is the date
on which the Owner requires a reference to a Panel Dispute Valuer.
2.4. Each party shall pay its professional costs and expenses incurred in relation to the
reference to the Upper Tribunal or they shall be paid as directed by the Upper
Tribunal.
Schedule 2
32
3. COMPLETION BEFORE RESOLUTION OF DISPUTE
If as at the date that is 20 Working Days before the Contractual Completion Date, the
Panel Dispute Valuer or the Upper Tribunal has not yet determined a relevant valuation
dispute then:-
3.1. where the Existing Home Valuation is subsequently determined to be greater than
the Existing Home Purchase Price within 4 weeks of such determination the Council
shall pay to the Owner the difference between the Existing Home Purchase Price and
the newly determined Existing Home Valuation (including the difference in relation to the
Relevant Share of the Home Loss Payment); or
3.2. where the Existing Home Valuation is subsequently determined to be lower than the
Existing Home Purchase Price then within 4 weeks of such determination the Owner
shall pay to the Council the difference between the Existing Home Purchase Price and
the newly determined Existing Home Valuation (including the difference in relation to the
Relevant Share of the Home Loss Payment).
Schedule 2
3 3
Schedule 2
SCHEDULE 2
VALUATION COMPENSATION AND EQUITY
Part 3
Completion Monies & Compensation
1. PAYMENT OF COMPLETION MONIES
1.1. The amount payable by the Council at Completion is:-
1.1.1. the Existing Home Purchase Price;
1.1.2. plus the Rel evant Share of the Home Loss Payment and the Earl y
Redemption Payment (if any);
1.1.3. plus or minus any other sum due from the Owner or the Council to the
other under this Agreement where such other sum is due upon or after
Completion;
1.1.4. minus the Arrears (if any)
and such sum shall be paid by direct credit to the Owner's Solicitors' client account.
1.2. The Investment Compensation Payment and Home Improvement Compensation (if
any) shall be payable in accordance with this Part 3 of this Schedule 2.
2. EARLY REDEMPTION PAYMENTS
2.1. The Owner shall deliver to the Council no later than 10 Working Days before the
Contractual Completion Date:-
2.1.1. a statement confirming the amount of the Early Redemption Payment
payable to the Owner on Completion; and
2.1.2. reasonabl e evi dence that the Owner has or wi l l i ncur such Earl y
Redemption Payment, by way of a copy invoice, statement and/or
demand that demonstrates the amount(s) claimed in relation to the
Existing Home.
34
2.2. The Council shall only be obliged to pay those amounts forming part of the Early
Redemption Payment where:
2. 2. 1. such amount i s i ncl uded i n t he st atement provi ded pursuant t o
paragraph 2.1.1; and
2.2.2. reasonable evidence of such amount having been incurred is provided
pursuant to paragraph 2.1.2.
3. INVESTMENT COMPENSATION PAYMENTS
3.1. During the Scheme the Council will prepare and issue a policy to be known as the
"Investment Compensation Policy" which
3.1.1. details the aggregate total of the reasonable and proper expenses of the
Owner reasonably and properly incurred as a consequence of acquiring a
replacement home ("New Investment Home") in the United Kingdom within
12 months of the Actual Completion Date; and
3.1.2. may list a scale of flat rate payments
and the Council may review and update or amend it from time to time.
3.2. The Council shall keep the Owner informed as a minimum by General Notification
and shall ensure that an up to date version of the Investment Compensation Policy is
published on the Dedicated Website at all times.
3.3. To claim the Investment Compensation Payment the Owner shall deliver to the
Council no later than the earlier of: (a) 20 Working Days after the acquisition of a New
Investment Home; and (b) 12 months after the Actual Completion Date:-
3.3.1. a statement of the total Investment Compensation Payment which the
Owner is claiming, together with a breakdown;
3.3.2. evidence that the Owner has incurred such Investment Compensation
Payment, by way of copy invoices and/or demands or other reasonable
evidence.
3.4. The Council will assess such claim for the Investment Compensation Payment and
Schedule 2
35
Schedule 2
will (in its absolute discretion) decide whether such claim shall be successful
provided that where the Owner's claim is successful the Council shall pay the
Investment Compensation Payment to the Owner within a reasonable period of
notifying the Owner of its decision.
4. HOME IMPROVEMENTS COMPENSATION
4.1. During the Scheme the Council will prepare and issue a policy to be known as the
"Home Improvements Compensation Policy" which, amongst other things:
4.1.1, shall specify the criteria against which a Owner will be entitled to
compensation for any reasonable and proper costs incurred by the
Owner (and others owners) in connection with improvements made to
the Existing Home that are not reflected in the Market Value of the
Existing Home;
4.1.2. will state the level of compensation payable with reference to the said
specified criteria (the "Home Improvements Compensation");
4.1.3. will provide a sliding scale of rebates for decent homes payments which
will be payments for any Section 20 Charges not reflected in the Market
Value of the Existing Home;
4.1.4. shall state what the Owner must do to claim Home Improvements
Compensation;
and the Council may review and update or amend it from time to time.
4.2. The Council shall keep the Owner informed as a minimum by General Notification
and shall ensure that an up to date version of the Home Improvements
Compensation Policy is published on the Dedicated Website at all times.
4.3. The Council shall pay the Owner any Home Improvements Compensation to which it
is entitled such payment to be assessed and paid in accordance with the Home
Improvements Compensation Policy.
5. HOME LOSS PAYMENT
5.1. The Relevant Share of the Home Loss Payment shall be assessed in accordance
36
Schedule 2
with the 1973 Act and paid on Completion.
6. COMPENSATION PACKAGE
The Compensation Package shall comprise:-
6.1. the Relevant Share of the Home Loss Payment;
6.2. the Early Redemption Payment (if any);
6.3. the Investment Compensation Payment;
6.4. the Home Improvements Compensation (if any); and
assessed and paid in accordance with or as directed by this Agreement.
7. RIGHT TO BUY DISCOUNT: REPAYMENT WAIVER
On the Actual Completion Date:
7.1. the Council shall waive the benefit of any rights or covenants (the "Repayment
Rights") it may have pursuant to sections 155, 155A and 155B of the Housing Act
1985 to recover some or all of the maximum amount it would otherwise be entitled to
recover pursuant to section 155A (the "Waiver");
7.2. the Council shall release:-
7.2.1 the Owner and its successors in title from the Repayment Rights;
7.2.2. any charge on the Existing Home which may have taken effect pursuant
to section 156 of the Housing Act 1985
together the "Release";
7
I .
'2
.
the Council shall enter into any such assurances as may reasonably be required by
the Owner in connection with the Waiver and/or the Release to fully and effectually
complete the Waiver and the Release and without prejudice to the generality of the
foregoing will at its own expense sign or execute such documents or forms as may
reasonably be required by the Land Registry to remove any entries on the registered
title to the Existing Home which protect or relate to the Repayment Rights.
3 7
8. PAYMENTS AND THE COMPENSATION CODE
Compensation payments made under this Part 3 of this Schedule are regulated by
the Compensation Code and nothing in this Agreement lessens the Owner's
entitlement pursuant to the Compensation Code but there will be no double counting
and the Owner is not entitled to claim for the same expense under the
Compensation Code and the terms of this Agreement.
Schedule 2
38
Schedule 3
SCHEDULE 3
MISCELLANEOUS
1. SERVICE AND DELIVERY OF NOTICES AND OTHER DOCUMENTS
1.1. By no later than 3 months after the date hereof, the Council shall set up a website
(the Dedicated Website) specifically relating to the Scheme to:-
1.1.1. provide interested parties (including the Owner) with regular updates and
information relating to the Scheme;
1.1.2. publish all relevant minutes of Council meetings, public notices, notices
and decisions relating to planning applications, notices of all relevant
proceedings and all other notices or information which is disclosable to the
public relating to the Scheme;
1.1.3. all newsletters of the kind referred to in paragraph 1.3.2;
1.1.4. post notices pursuant to this Agreement where this Agreement provides
for matters to be notifiable by "General Notification"; and
1.1.5. provide information required by the terms of this Agreement where this
Agreement provides for information to be published or posted on the
Dedicated Website.
1.2. The Council shall keep the Dedicated Website up to date and populated at regular
intervals to the intent that the Owner and other interested parties shall be as fully
informed about the Scheme through the Dedicated Website as is reasonably
practicable.
1.3. Notwithstanding the rest of this paragraph 1, if something is expressed in this
Agreement to be notifiabie by way of "General Notification" (but not otherwise) then such
notice can be served, given or provided by:-
1.3.1. the Council posting the relevant information on the Dedicated Website,
(or, where appropriate, posting a link to the appropriate pages of the
Council's website) established in connection with the Scheme; and/or
3 9
1.3.2. the Council and/or the Developer circulating a residents newsletter or
bulletin which contains the relevant information within it
and such relevant information does not have to be addressed to the Owner directly.
1.4. A notice required or authorised by this Agreement must be in writing and should be
addressed to:-
1.4.1. in the case of the Owner to: the Existing Home and marked for the
attention of the Owner from time to time; and
1.4.2. in the case of the Council to: Town Hall, King Street, London W6 9JU and
marked for the attention of: [ ] or such other address or details as
the Council may notify the parties of from time to time.
1.5. Giving a notice or delivering a document to a party's conveyancer at the address
and quoting the reference (if any) stated in this Agreement (or such other
replacement conveyancer as has been notified to the parties from time to time) has
the same effect as giving or delivering it to that party.
1.6. Where delivery of the original document is not essential, a notice or document is
validly given or sent if it is sent by fax (but it is not validly given or sent if sent by
email).
1.7. Subject to paragraphs 1.8 and 1.9, a notice is given and a document delivered when
it is received.
1.8. A notice or document sent through the document exchange is received when it is
available for collection. A notice or document which is received after 4.00 pm on a
Working Day, or on a day which is not a Working Day, is to be treated as having been
received on the next Working Day.
1.9. A notice or document sent by the following means is treated as having been
received as follows:-
1.9.1. by first class post: before 4.00 pm on the second working day after
posting (and "first class post" means a postal service which seeks to
deliver posted i tems no later than the next working day in all or the
Schedule 3
4 0
Schedule 3
majority of cases and includes special and recorded delivery);
1.9.2. by second class post: before 4.00 pm on the third working day after
posting;
1.9.3. through a document exchange: before 4.00 pm on the first working day
after the day on which it would normally be available for collection by the
addressee;
1.9.4. by fax: one hour after despatch.
1.10. In addition:-
1.10.1. any notice addressed to a party by name shall not be rendered invalid by
reason of the party having died, become insolvent or changed name, whether
or not the party serving notice is aware of the fact;
1.10.2. any notice required to be given by a party may be given on that party's
behalf by that party's conveyancer;
1.10.3. a notice shall be considered as given to a party if delivered to the address
given for that party in this agreement. If such party shall wish, during the
currency of this agreement, to nominate an alternative address for service,
such other address shall only be deemed to be substituted for the original
address for service when such party's conveyancer shall have advised the
other party's conveyancer in writing of such alternative address and such
advice shall have been acknowledged in writing by the other party's
conveyancer; and
1.10.4. the foregoing provisions of this paragraph 1 shall also apply (mutatis
mutandis) to the delivery of documents.
1.11. Standard Condition 1.3 does not apply.
2. INFORMATION AND HOUSING ADVISER
2.1. The Council shall update the Owner at regular intervals (and not less than once
every six (6) months, on the following matters:
41
2.1.1. the location and extent of the phase of the Scheme within which the
Existing Home falls to be demolished;
2.1.2. the location and extent of the Owner's Phase;
and may be made by way of General Notification.
2.2. The Council shall allocate a Housing Advisor and shall procure that the Housing
Adviser is available (by telephone, e mail or other correspondence and (subject to
prior engagements) to meet in person) during usual business hours and is able to
and does provide the Owner with the information in answer to any reasonable
questions raised by the Owner.
2.3. Compliance with this paragraph 2 is a general commitment from the Council and
shall not lessen the Council's specific obligations set out elsewhere in this
Agreement and in the case of conflict such obligation shall prevail over this
paragraph 2.
3. REGISTRATION AT THE LAND REGISTRY
3.1. The Council shall not be entitled to note this Agreement against the Owner' s
registered title other than by virtue of a unilateral notice.
3.2. The Owner shall not be entitled to note this Agreement at the Land Registry.
3.3. Neither the Council nor the Owner shall (without the written consent of the other
(which may be withheld in that party's absolute discretion)) send either the original
or a copy of this Agreement to the Land Registry Provided always that this Clause
shall not prevent either party making an application for registration of its title
following Completion.
4. NON MERGER
4.1. So far as they remain to be performed or observed the provisions of this Agreement
shall continue in full force and effect notwithstanding Completion.
5. ENTIRE AGREEMENT
5.1. This Agreement contains the entire agreement between the parties and may only be
Schedule 3
4 2
Schedule 3
varied or amended by a document signed by or on behalf of all of the parties.
5.2. The Owner has been given all reasonable opportunity to take legal advice and has
either taken such advice or declined to do so.
5.3. The Council has been consulting the Owner (amongst others) regarding the basis
on which it would acquire the Existing Home. The Owner acknowledges that it is
entering into this Agreement without placing any reliance upon any representation or
statement (written or oral) which may have been made by the Council or any agent,
advisor or other person acting for the Council as part of that consultation or otherwise
and the Council shall not have any rights in relation to any such representation or
statement save where made in this Agreement.
INSOLVENCY
6.1. For the purposes of this paragraph 6 "Insolvent" means:
6.1.1. in relation to a company or corporation any of the following:-
6.1.1.1. any step is taken in connection with any voluntary
arrangement or any other compromise or arrangement for
the benefit of any creditors of such company or corporation
or
6.1.1.2. an application is made for an administration order in relation
to such company or corporation or
6.1.1.3. in relation to such company or corporation, the appointment
of an administrator, the filing of documents with the court for the
appointment of an administrator or the giving of notice of
intention to appoint an administrator by such company or
hhrphrtihn
nr
itQ HirPhthrg, hr hy a nit lifiiinn flhting chPrgP
holder (as defined in paragraph 14 of Schedule B1 to the
Insolvency Act 1986) or
6.1.1.4. a receiver or manager is appointed in relation to any property
or income of such company or corporation or
4 3
6.1.1.5. a liquidator is appointed in respect of such company or
corporation or
6.1.1.6.
a voluntary winding up of such company or corporation is
commenced, except a winding up for the purpose of
amalgamation or reconstruction of a solvent company in
respect of which a statutory declaration of solvency has been
filed with the Registrar of Companies or
6.1.1.7. a petition is made for a winding up order for such company
or corporation or
6.1.1.8.
the occurrence at any time of any event or events in relation
to such company or corporation in a territory outside the
United Kingdom where at such time such company or
corporation has its centre of main interests being an event or
events which under the Law of that territory at such time
have a similar effect as one or more of any of the events
previously described in this definition if such event or events
so previously described had occurred in the United Kingdom
and such company or corporation had had its centre of main
interests in the United Kingdom and
6.1.2. in relation to an individual:-
6.1.2.1. the taking of any step in connection with any voluntary
arrangement or any other compromise or arrangement for the
benefit of any creditors of such individual or
6.1.2.2. the presentation of a petition for a bankruptcy order or the
making of a bankruptcy order against such individual or
6.1.2.3.
the occurrence at any time of any event or events in relation
to such individual in a territory outside the United Kingdom
where such individual has his centre of main interests being
an event or events which under the Law of that territory at
such time have a similar effect as one or more of any of the
Schedule 3
4 4
Schedule 3
events previously described in this paragraph (b) if such
event or events so previously described had occurred in the
United Kingdom and such individual had had his centre of
main interests in the United Kingdom
and "Insolvency" shall be construed accordingly
6.2. If:
6.2.1. the Owner becomes Insolvent (or where the Owner consists of two or
more persons any of such persons becomes !nsolvent) prior to
Completion;
6.2.2. the Owner is a company or corporation and is either struck off from the
Register of Companies at the Companies Registry or otherwise ceases to
exist (or if the Owner consists of two or more persons and any such
person is a company or corporation which is either struck off from the
Register of Companies at the Companies Registry or otherwise ceases to
exist)
then in any of such circumstances:-
6.2.3. the Council may serve written notice on the Owner to terminate this
Agreement and on the expiry of such notice this Agreement shall cease and
determine save that:-
6.2.3.1. such determination shall be without prejudice to the rights or
remedies that may have occurred prior to it; and
6.2.3.2. the Owners rights under Legislation shall not be affected by
such determination;
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
7.1. Unless otherwise stated in this Agreement, a person who is not a party to this
Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce
or have the benefit of any term of this Agreement but this does not affect any right or
remedy of a third party which exists or is available apart from that Act.
4 5
8. COUNTERPARTS
8.1. This Agreement may be executed in any number of counterparts, all of which when
taken together shall constitute one and the same instrument.
9. GOVERNING LAW AND JURISDICTION
9.1. This Agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the laws of England and Wales.
9.2. The parties hereby submit to the exclusive jurisdiction of the High Court of England
and Wales in relation to any dispute or claim arising out of or in connection with this
Agreement or in relation to its existence or validity (including non-contractual disputes or
claims).
10. DEVELOPMENT RIGHTS
10.1. Whilst this Agreement remains in effect, the Owner shall waive all rights to light and
air over any adjoining land that may be affected by the Scheme and its development
and shall consent to any reasonable oversailing or any other rights reasonably required
to undertake the Scheme provided that nothing in this paragraph shall prejudice the
Owner's rights after this Agreement shall have come to an end.
11. COMPULSORY POSSESSION NOTICES
11.1. The Council may make and implement a Compulsory Purchase Order.
11.2. The Owner shall not object to a Compulsory Purchase Order being made in respect
of the Existing Home.
11.3. The Council shall not enforce a Compulsory Possession Order against the Owner in
respect of the Existing Home unless the Owner has failed to complete the sale of the
Existing Home and give vacant possession of the Existing Home to the Council in
accordance with the terms of this Agreement.
12. LENDER
The Owner shall:
Schedule 3
4 6
12.1. notify its Lender of the existence of, and the obligations contained in, this
Agreement;
12.2. regularly liaise with the Lender to enable the Lender to provide the Owner with the
information that the Owner needs in order to comply with its obligations in accordance
with the terms of this Agreement;
Schedule 3
4 7
Signed by Name
on behalf of the Council
Signed by Name and Name
Owner(s)
Signed by Name
Third Party Occupier
APPENDIX 1
TRANSFER
[We anticipate that a form of transfer will be appended to the contract. This will need to
be amended, according to the particular circumstances of each title/transaction but
should be based on a standard form TP1, being the transfer of whole.]
49
APPENDIX 2
FORM OF COMPLETION NOTICE
London Borough of Hammersmith & Fuiham
Town Hall
King Street
London W6 9JU
For the attention of: [
Dear Sirs
EARLS COURT REDEVELOPMENT: ADVANCE PURCHASE CONTRACT
COMPLETION NOTICE
1. BACKGROUND
1.1. I refer to the Advance Purchase Contract dated ...................................... 20 ....
1.2. This was made between (1) The Mayor and Burgesses of the London Borough of
Hammersmith and Fulham and (2) ..........................................
1. 3. The address of t he Exi st i ng Home i n t he Advance Purchase Cont ract i s
2. COMPLETION
2.1. I am entitled to serve a Completion Notice under Schedule 1 of the Advance
Purchase Contract.
2.2. Subject to the terms of the Agreement, I would like to complete on
......................... 20 .............................. and this shall be the "Contractual
Completion Date" for the purposes of the Advance Purchase Contract.
50
2.3. This is a date no less than 10 weeks and no more than 14 weeks from today.
51
APPENDIX 3
FORM OF VALUATION DISPUTE NOTICE
London Borough of Hammersmith & Fulham
Town Hall
King Street
London W6 9JU
For the attention of: [
Dear Sirs
EARLS COURT REDEVELOPMENT: ADVANCE PURCHASE CONTRACT
VALUATION DISPUTE NOTICE
1. BACKGROUND
1.1. I refer to the Advance Purchase Contract dated ..................................... 20 ...
1.2. This was made between (1) The Mayor and Burgesses of the London Borough of
Hammersmith and Fulham and (2) ............................................
1. 3. The address of t he Exi st i ng Home i n t he Advance Purchase Cont ract i s
2. VALUATION DISPUTE NOTICE
2.1. I write in response to the Existing Home Valuation dated ...............................
2.2. [This was a Council Valuation and I elect to refer this to the [Panel Dispute Valuer /
Upper Tribunal]]. [This was not a Council Valuation and I elect to refer this to the Panel
Dispute Valuer].
52
2.3. I acknowledge that if I dispute the valuation, that value may go up or down.
53
[Thi standard form TR1 will need to be amended, acc rdin to the particular circumstances f
each title/transacti n ]
l e d
ter, elILI your so
ed title(s)
i., l.,..1 I attach it to this form
allows, you can expand any panel in the
1 Ti tl e number(s) of the property:
[title number(s)]
2 P r o p e r t y :
[full a dress of property includin postcode (if any)]
3 Date: date of transfer]
4 T r a n s f e r o r :
[full name of transferor(s)]
For UK incor orated corn anies/LLPs
Registered number of company or limited liability partnership
including any prefix:
For overseas corn anies
(a) Territory of incorporation:
(b) Registered number in the United Kingdom including
any prefix:
5 Transferee for entry in the register:
[The Mayor and Burgesses of the London Borough
of Hammersmith and Fulham]
For UK incor orated corn anies/LLPs
Registered number of company or limited liability
partnership including any prefix:
For overseas corn anies
(a) Territory of incorporation:
(b) Registered number in the United Kingdom including
any prefix
6 Transferee's intended address(es) for service for entry in the
register:
Town Hall
King Street
Hammersmith
London W6 9JU
7 The transferor transfers the property to the transferee
Land Registry
Transfer _ re
-
K)
II you l leeu i nure 100111 Liven
form Alternati vel y use contii iu i vi
Leave blank if not yet registered.
Insert address including postcode (if
any) or other description of the property,
for example 'land adjoining 2 Acacia
Avenue'
Give full name(s).
Complete as appropriate where the
transferor is a company.
Give full name(s).
Complete as appropriate where the
transferee is a company. Also, for an
overseas company, unless an
arrangement with Land Registry exists,
lodge either a certificate in Form 7 in
Schedule 3 to the Land Registration
Rules 2003 or a certified copy of the
constitution in English or Welsh, or other
evidence permitted by rule 183 of the
Land Registration Rules 2003.
Each transferee may give up to three
addresses for service, one of which must
be a postal address whether or not in the
UK (including the postcode, if any). The
others can be any combination of a postal
address, a UK DX box number or an
electronic address
Place 'X' in the appropriate box. State the
currency unit if other than sterling. If none
of the boxes apply, insert an appropriate
memorandum in panel 11.
8 Consideration
X The transferor has received from the transferee for the
property the following sum (in words and figures):
[sum (in words and figures)]
riThe transfer is not for money or anything that has a
monetary value
El Insert other receipt as appropriate:
9 The transferor transfers with
X full title guarantee
limited title guarantee
[The covenant set out in section 4(1)(b) of the Law of Property
(Miscellaneous Provisions) Act 1994 shall not extend to ar
condition or tenant's obligation relating to the state ariu
condition of the Property so that the Transferor shall not have
any liability for any loss or damages arising from any breach of
the Lease as to the state and condition of the Property]
[provision for insertion where leasehold interest is being
transferred]
10 Declaration of trust. The transferee is more than one person
and
they are to hold the property on trust for themselves as
joint tenants
111 they are to hold the property on trust for themselves as
tenants in common in equal shares
they are to hold the property on trust'
place "X" in the appropriate box where the transferee is
more than person]
11 Additional provisions
provisions for insertion in all transfers]
DEFINITIONS
In this Transfer:-
11.1.1 the "Agreement" means the agreement for the
sale and purchase of the Property dated [date]
and made between (1) The Mayor and
Burgesses of the London Borough of
Hammersmith and Fulham ,(2) [full name of
transferor] and (3) [third party ccupier].
11.1.2 "Legislation" means any statute or any
order, i nstrument or regul ati on made
under i t, or any noti ce or order i ssued by
a government department, the l egi sl ati ve
Place 'X' in any box that applies.
Add any modifications.
Where the transferee is more than one
person, place 'X' in the appropriate box.
Complete as necessary
Insert here any required or permitted
statement, certificate or application and
any agreed covenants, declarations
and so on.
making institutions of the European Union, a
United Kingdom Government minister or a
local public regulatory or other authority
11.1.3 "LPMPA 1994" means the Law of Property
(Miscellaneous Provisions) Act 1994
11.1.4 "Standard Condition" means the Standard
Conditions of Sale (Fifth Edition) as amended
or varied as stated either in Schedule 1 or
Schedule 2 to the Agreement or in any other
part of the Agreement (and each is a
"Standard Condition")
11.2 MATTERS TO WHICH THE DISPOSITION IS
SUBJECT
11.2.1 The Property is sold subject to and where
applicable with the benefit of the following
matters (so far as they affect the Property and
are subsisting or capable of taking effect) and
the Transferee deemed to purchase with full
knowledge of such matters:-
11.2.1.1 any matters contained or
referred to in the registers
maintained by the Land
Registry of the Transferor's
[s] registered title (other than
financial charges);
11.2.1.2 the matters contai ned or
referred to i n thi s Transfer;
11.2.1.3 all unregistered interests which
in accordance with the Land
Registration Act 2002 will in the
case of each and any estate to
be disposed of pursuant to the
Agreement which;
(a) override the disposition of
any such estate which is
currently registered or will be
registered prior to
completion of the sale and
purchase of the Property
pursuant to the Agreement;
or
(b) override the first
registration of title to any
such estate which is currently
not registered and will not be
registered prior to
completion or would override
first registration of title to
such estate if such estate
were capable of being
registered;
11.2 1 4 the matters mentioned in
11.2.1.5
Standard Condition 3 1.2;
all local land charges, whether or
not registered before the
Agreement was entered into and
all matters capable of
registration as local land
charges, whether or not actually
registered;
11.2.1 6 all notices served and orders,
demands, proposals or
requirements made by any local or
any public authority after the date
of the Agreement;
11.2.1.7 all actual or proposed orders,
di rect i ons, not i ces, charges,
restrictions, conditions,
agreements and other matters
arising under any Legislatic affecting
the Property;
11.2.1 8 any matters disclosed by
searches or enquiries made
before the date of the
Agreement or which would have
been disclosed by searches that
a prudent buyer would have
made before the date of the
Agreement.
11.2.2 The Transferor[s] irrevocably waives any lien,
right or other interest it may have or retain
whether by operation of law or otherwise over
the Property after completion of the sale and
purchase of the Property pursuant to the
Agreement.
11. 2. 3 The Pr oper t y wi l l not , by vi r t ue of
Transfer, have any rights or easements or
the benefit of any other matters over retained
land by the Transferor other than those (if
any) which are expressly mentioned in or
granted by this Transfer and section 62 of the
Law of Property Act 1925 is qualified so not
as to include any liberties, privileges,
easements, rights or advantages over land
retained by the Transferor except as
expressly mentioned in or created by this
Transfer.
[additional provisions for insertion where leasehold
interest is being transfer ed]
[11 3 DEFINITIONS
In this Transfer:-
11.3.1 the "Covenants" means the covenants,
conditions and other obligations on the part of
the tenant contained or referred to in the
Lease,
11.3 2 the "Lease" means the l ease dated [date]
and made between (1) ] and
(2) [ ] and [all documents ancillary
thereto], [list other documents]
11.3.3 the "Term" means the term granted by the
Lease
11. 4 I NDEMNI TY
For the purposes of giving the Transferor[s] a full and
sufficient indemnity but not further or otherwise, the
Transferee covenants with the Transferor[s] that as from
the date of this Transfer the Transferee will:-
11.4.1 observe and perform the matters contained or
referred to in the registers of the above title[s]
other than financial charges; and
11.4.2 during the Term pay the rents reserved in the
Lease and perform all the Covenants
so far as they relate to the Property, subsist and are
enforceable and will keep the Transferor[s]
indemnified against all actions, proceedings, costs,
claims, demands and liabilities in respect of them.
11.5 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
1999
A person who is not a party to this Transfer has no
right under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of this Transfer but this does
not affect any right or remedy of a third party which
exists or is available apart from that Act ]
[additional provisions for insertion where freehold interest is
being transferred]
[ 11. 3 I NDEMNI TY
For the purposes of giving the Transferor[s] a full and
sufficient indemnity but not further or otherwise, the
Transferee covenants with the Transferor[s] that as
from the date of this Transfer the Transferee will
observe and perform the matters contained or
referred to in the registers of the above title[s] other
than financial charges so far as they relate to the
Property, subsist and are enforceable and will keep
the Transferor indemnified against all actions,
proceedings, costs, claims, demands and liabilities in
respect of them.
11.4 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
1999
A person who is not a party to this Transfer has no right
under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this Transfer but this does
not affect any right or remedy of a third party which exists
or is available apart from that Act.]
The transferor must execute this transfer
as a deed using the space opposite. If
there is more than one transferor, all must
execute. Forms of execution are given in
Schedule 9 to the Land Registration Rules
2003 If the transfer contains transferee's
covenants or declarations or contains an
application by the transferee (such as for
a restriction), it must also be executed by
the transferee.
12 Execution
Signed as a deed by
[insert full name of
transferee]
in the presence of:
Signature of witness
Name (in BLOCK CAPITALS)
Address
Occupation
Sign here
[additional execution block to be inclu e where
transferee is more than one perso all must execute]
The common seal of The
Mayor and Burgesses of the
London Borough of
Hammersmith and Fulham
Common Seal
Solicitor
WARNING
If you dishonestly enter information or make a statement that you know is, or might be, untrue or misleading, and intend by
doing so to make a gain for yourself or another person, or to cause loss or the risk of loss to another person, you may commit
the offence of fraud under section 1 of the Fraud Act 2006, the maximum penalty for which is 10 years' imprisonment or an
unlimited fine, or both.
Failure to complete this form with proper care may result in a loss of protection under the Land Registration Act 2002 if, as a
result, a mistake is made in the register.
Under section 66 of the Land Registration Act 2002 most documents (including this form) kept by the registrar relating to an application
to the registrar or referred to in the register are open to public inspection and copying. If you believe a document contains prejudicial
information, you may apply for that part of the document to be made exempt using Form EX1, under rule 136 of the Land Registration
Rules 2003
Crown copyright (ref: LR/HO) 07/08
37971133 1\rn04